Geac Computer Corporation Limited

Geac Computer Corporation Limited

August 31, 2005 16:10 ET

Geac Sends Second Letter to Shareholders; Geac Continues to Pursue Strategic Alternatives to Enhance Shareholder Value

MARKHAM, Ontario & SOUTHBOROUGH, Mass.--(CCNMatthews - Aug 31, 2005) -

Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC) announced today that it is mailing the following letter to shareholders:

August 31, 2005

Dear Fellow Geac Shareholder:

The deadline to vote for Geac's Board of Directors is fast
approaching, and we need your vote to re-elect all eight of our
directors to the Board.


You may have received Crescendo's proxy materials soliciting your vote
for two dissident director nominees to your Board of Directors. Please
DO NOT sign or return Crescendo's gold proxy form. Just IGNORE
Crescendo's gold proxy form or any form marked "Gold."

Re-elect Geac's eight nominees by voting FOR all eight on the enclosed
WHITE proxy and return ONLY the WHITE proxy in the enclosed
postage-paid envelope.


Your Board is focused on continuing to deliver value to Geac
shareholders. In fact, since Geac's current management was installed
by the Board approximately two years ago, Geac's financial performance
has improved dramatically and its share price has more than doubled,
far exceeding all relevant indices. The Company's performance over the
last five years (below) shows the full value your Board has been able
to achieve for shareholders:



Your Board is independent, cohesive and highly experienced, and
dedicated to supporting Geac's success through responsible and
well-considered strategic actions that create and return value to all
shareholders. That is why we need your support. The two directors
targeted by Crescendo for removal, Robert L. Sillcox and Michael D.
Marvin, have provided valuable experience and expertise to our Board
for the past four years. Please see the attached biographies of Mr.
Sillcox and Mr. Marvin and you will understand the value that they add
to the Geac Board of Directors.


As part of our focus to continue to deliver value to shareholders,
your Board and management make the following pledge for the future of
your company:

-- We will continue to operate the business in a fiscally responsible
manner with a focus on free cash flow generation.

-- We will not be pressured into overpaying for acquisitions.

-- We will continue to thoroughly evaluate potential acquisition
candidates and prepare detailed integration plans prior to seeking
Board approval.

-- We will always be open to ideas shared by our customers, employees
and shareholders with respect to enhancing the value of Geac.

-- We will continue to practice strong corporate governance to
minimize risks to shareholders.

-- We will continue to consider all alternatives to enhance value for
all Geac shareholders.

Do not put your investment in jeopardy by electing two dissident
directors who WILL NOT add value to your Board - THROW AWAY THE GOLD

Mr. Rosenfeld of Crescendo has very limited experience as a director
of a large, established, successful company and a mixed track record
in creating value for all shareholders. As a long time arbitrageur, he
is known for seeking short-term economic gain for himself without
consideration for anyone else or for the long-term consequences for
the company. In fact, as an approximate 5% shareholder, he is trying
to bypass established governance procedures that protect all
shareholders and gain a 25% representation on your Board. Is that not


Crescendo's platform consists of two suggestions, both of which
already have been addressed by Geac.

-- Mr. Rosenfeld and his colleague need to be on the Geac Board so
that Geac will hire an investment banker to explore "all available
options" for the Company. In fact, Geac has been working with
Bear, Stearns & Co. over the last several months to explore a wide
range of strategic alternatives to enhance shareholder value,
including having discussions with third parties who have expressed
or may have an interest in a possible merger with or acquisition
of the Company. While there can be no assurance that these talks
will result in a transaction, we pledge to you that your current
Board of Directors will continue to consider all alternatives to
enhance value for all Geac shareholders without jeopardizing the
long term prospects of Geac.

-- Mr. Rosenfeld says he and his colleague need to be on the Geac
Board because he is worried that Geac will pay too much for
acquisitions, yet he has no basis for that concern. Your Board and
management have been disciplined and prudent in the execution of
our acquisition strategy and in identifying opportunities that can
provide long-term shareholder value. Under current management,
Geac has acquired companies at a discount to revenue and we
recently have walked away from two other potential acquisitions
because we concluded they were overpriced. We will not overpay.

We believe Mr. Rosenfeld's ill-conceived approach is contrary to your
best interests, and that adding him and Mr. Conroy to Geac's Board
would be disruptive to the Company and our efforts to continue
generating value for you, our shareholders. Your Board of Directors
and current management have a track record of increasing shareholder
value through operating performance.

Your Board is acutely aware of its fiduciary obligations and is
committed to further increasing shareholder value -- either by
pursuing our strategic plan or engaging in a transaction, which
provides fair value for your shares.


Don't just take our word for it. Please take a look at the enclosed
article titled "Crescendo falls flat in scattershot board bid" by
Andrew Willis, a highly respected columnist at the Globe & Mail, which
was published on August 26, 2005. It has some very keen insights on
this proxy contest. Among his comments,

"It's one thing to lean hard, at the board level, at a company that is
troubled. It's quite another to target a team that's outperforming
rivals and has built a billion-dollar company, with a widely respected
board...On the current crew's watch, Geac shares are up 129 per cent,
performance that's about three times better than the energy-heavy
S&P/TSX benchmark and six times superior to tech benchmarks."

"Geac's board includes lawyer Tom Allen, one of Canada's deans of
governance, and former OMERS senior executive Robert Sillcox, who
Crescendo also wants to boot off the board. This gang of directors and
officers have proved their worth, so with some justification, Mr.
Jones argues that Mr. Rosenfeld "has very limited experience as a
director of a large, established, successful company and is well known
for seeking short-term economic gain for himself without consideration
for anyone else or for the long-term consequences for the company."

"Activists have an important role to play in this market. But if fund
managers start abusing their power, or even take a ready-shoot-aim
approach to corporate governance, then the whole movement suffers."

Mr. Willis is not alone in his views. This is what some of our
analysts and investors have to say:
"...Geac management has done a good job and been very disciplined when
it comes to making acquisitions. I don't see how Crescendo will
magically surface value..."
- Robert McWhirter, President and Portfolio Manager at Selective Asset
Management Inc., as quoted in Dow Jones Newswire, August 24, 2005

"We believe that Geac's current management and board have done a good
job building shareholder value - the primary evidence being a 134%
increase in the stock price since August 2003, when the majority of
the new management team joined the company. The Crescendo proxy
truncates the company's share price performance at the end of April
2004 (leaving out the most recent fiscal year), and thereby
significantly understates management's ability to generate shareholder
- Versant analysts Tom Liston and Nicolas Rimbert, August 23, 2005

"They've outperformed peers, and I just can't imagine what's broken
and needs to be fixed."
- Fund manager, commenting on Geac's performance and Crescendo
Partners' push for board seats, as quoted in the Globe & Mail, August
18, 2005


YOUR VOTE IS IMPORTANT! Enclosed you will find a WHITE proxy with
which to vote. Only Geac's WHITE proxy form allows you to vote to
reelect the Geac Board. We urge you to vote FOR all eight Geac
nominees on the WHITE proxy form and to sign, date and return it today
in the enclosed postage-paid envelope. Please throw away any proxy
forms or voting instructions that may be sent to you by Crescendo

If you have already voted using Crescendo's gold proxy form or any
form with "Gold" printed on it, you can automatically revoke it by
using the enclosed WHITE proxy. Simply vote FOR all eight Geac
nominees on the WHITE proxy, then sign, date and return it in the
enclosed postage-paid envelope. Only your latest dated proxy form
counts, so it's not too late to vote FOR the eight Geac nominees on
the WHITE proxy. Your vote is important, no matter how many or how few
shares you own.

If you have questions or need assistance voting, please call Geac's
proxy solicitor, Georgeson Shareholder Communications, toll-free at
(866) 765-7561.

Thank you for your support. It is deeply appreciated.

/s/ C. Kent Jespersen /s/ Charles S. Jones
C. Kent Jespersen Charles S. Jones
Non-Executive Chairman President and Chief Executive Officer

Geac Computer Corporation Geac Computer Corporation Limited

Leadership Credentials of the Directors Crescendo Wants to Remove From
Your Board:

Robert L. Sillcox, Independent Geac Director since 2001:
-- Chairman of the Geac Audit Committee and member of the Governance
and Nominating Committee
-- Has 40 years of experience as an investment professional, and was
Chief Investment Officer of OMERS, a $35 billion pension fund that
is one of Canada's largest and most influential.
-- Currently a director of Glenmount International, an industrial
technology investor, and of HelpCaster Technologies, a VOIP
technology company; and formerly Chairman of Quant Investment
Strategies Inc.
-- Has also served in various advisory positions, including as a
member of State Street Global Advisors Canada's advisory
committee; President and Chairman of the Pension Investment
Association of Canada (PIAC), which develops corporate governance
guidelines and assists members in improving their investment
process; and as a member of the Toronto Stock Exchange's committee
on corporate disclosure.

Michael D. Marvin, Independent Geac Director since 2001:
-- Member of the Geac Human Resources and Compensation Committee
-- Has approximately 20 years experience in the software technology
-- The founder, Chairman Emeritus, and first CEO of MapInfo
Corporation, a software technology company which he led from
infancy to become a $100 million publicly traded global software
-- In both management and advisory positions, he has assisted
companies with growth initiatives and provided advice and
investment to technology-based companies.
-- Has served as an independent consultant to national software
research and development organizations and federal government
-- A founding partner of Exponential Business Development Company, a
venture fund dedicated to growing technology companies.

Re-elect Geac's eight nominees by voting FOR all eight on the enclosed
WHITE proxy and return ONLY the WHITE proxy in the enclosed
postage-paid envelope.


Further information is provided in Geac's 2005 management proxy
circular, previously sent to you, which is also available in the
Investor's section of the company's website.

To the extent that independent industry researchers, financial
analysts or Geac commissioned research are quoted in these proxy
materials, it is Geac's policy to use reasonable efforts to verify the
source and accuracy of the quote. Geac has not, however, sought or
obtained the consent of the quoted source to the use of such quote as
proxy soliciting material. These materials contain expressions of
opinion and belief. Except as otherwise expressly attributed to
another individual or entity, these opinions and beliefs are the
opinions and beliefs of Geac.

This document contains forward-looking statements of Geac's
intentions, beliefs, expectations and predictions for the future.
These forward-looking statements often include use of the future tense
with words such as "will," "may," "intends," "anticipates," "expects"
and similar conditional or forward-looking words and phrases. These
forward-looking statements are neither promises nor guarantees. They
are only predictions that are subject to risks and uncertainties, and
they may differ materially from actual future events or results. Geac
disclaims any obligation to update any such forward-looking statements
after the date of this release. Among the risks and uncertainties that
could cause a material difference between these forward-looking
statements and actual events include, among other things: our ability
to increase revenues from license sales, cross-sell into our existing
customer base and reduce customer attrition; whether we can identify
and acquire synergistic businesses and, if so, whether we can
successfully integrate them into our existing operations; whether we
are able to deliver products and services within required time frames
and budgets to meet increasingly competitive customer demands and
performance guarantees; risks inherent in fluctuating international
currency exchange rates in light of our global operations and the
unpredictable effect of geopolitical world and local events; whether
we are successful in our continued efforts to manage expenses
effectively and maintain profitability; our ability to achieve revenue
from products and services that are under development; the uncertain
effect of the competitive environment in which we operate and
resulting pricing pressures; and whether the anticipated effects and
results of our new product offerings and successful product
implementation will be realized. These and other potential risks and
uncertainties that relate to Geac's business and operations are
summarized in more detail from time to time in our filings with the
United States Securities and Exchange Commission and with the Canadian
Securities Administrators, including Geac's most recent quarterly
reports available through the website maintained by the SEC at and through the website maintained by the Canadian
Securities Administrators and the Canadian Depository for Securities
Limited at

About Geac

Geac is a leading global provider of software and services for
businesses and governmental bodies providing customers with financial
and operational technology solutions to optimize their financial value
chain. Further information is available at or
through email at

Geac trades on the Toronto Stock Exchange under the symbol "GAC" and
on the NASDAQ National Market under the symbol "GEAC".

For more information, please contact:

Contact Information

  • Citigate Sard Verbinnen
    Denise DesChenes/Dan Gagnier, 212-687-8080