Approximately 5,135,718 shares of Class A common stock were tendered and not withdrawn (including 111,268 shares subject to guarantees of delivery) pursuant to the tender offer, which expired at 12 p.m. EDT, Thursday, September 27, 2001. The tendered shares (other than those subject to guarantees of delivery) have been purchased in accordance with the terms of the offer. Payment for the shares purchased will be made promptly through the depositary for the tender offer.
The tendered shares, together with the shares of Class A common stock issued to EDS upon conversion of its shares of UGS Class B common stock, resulted in EDS’ ownership of at least 90 percent of each class of outstanding UGS common stock. Accordingly, EDS completed the merger of UGS Acquisition Corp. into UGS earlier today without further stockholder approval. Pursuant to the merger, effective as of today, each outstanding share of UGS Class A common stock has been converted into the right to receive $32.50 per share in cash, without interest.
The New York Stock Exchange has advised EDS it will cease trading of UGS before the market opens today. UGS shareholders who hold their own stock certificates will receive instructions in the mail on how to surrender their shares for cash. Those with UGS shares held through banks or brokers will receive information about their holdings from those institutions.
SOURCE: COMPANY PRESS RELEASE
