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February 17, 1999

SOLUTION 6 MAY LAUNCH HOSTILE BID FOR PC DOCS

By CBR Staff Writer

Sydney, Australia-based software house Solution 6 has announced its determination to continue a takeover bid for Canadian firm PC Docs following a firm rejection of its initial overtures. Solution 6 chief executive officer Chris Tyler was quoted in the Australian media as saying he will continue to pursue the knowledge and document management company despite open hostility from the board of the Canadian company. I believe the two companies combined would make a strategic supplier to the market we serve and create shareholder value, and as a result I will be aggressively exploring my alternatives, he said, I won’t rule out making a hostile bid. He said Solution 6’s shareholders represent some of Australia’s top institutions and so I believe we can come up with the resources to put the two companies together. The rejected offer involved Solution 6 offering to swap 4.35 of its shares for one PC Docs share and for Tyler to take control of the new business entity. Tyler said PC Docs had turned down an opportunity for its shareholders to realize about $74m, based on the appreciation of Solution 6’s share price since the proposal was first made on February 1, when its share price was $1.80. PC Docs is listed both on Nasdaq and the Toronto Stock Exchange, and the Solution 6 offer valued it at $220m. However PC Docs chief executive, Ruby Osten had a very different view of the situation and said: This was a very strange proposal. The board had rejected our proposal to acquire Solution 6 after some due diligence, so there would be absolutely no reason now for a change of mind. Saying that Solution 6 had been all over us to acquire them he called the manner of the proposal unbusinesslike and unprofessional However setting aside the bickering, there is considerable synergy between the two firms. Solution 6 supplies software that assists in the management of practice-based accountancy firms, and it also has plans to establish an internet business. Toronto-based PC Docs supplies similar software to legal practices. A combined company would be a global powerhouse in its market niche of document and knowledge management. It would be the world’s largest player in document, knowledge and practice management for the accounting and legal industries, with 1,800 staff covering 14 countries.

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