CHINA » Topics » and Sells Entire Holdings in the Company

This excerpt taken from the CHINA 6-K filed Jan 15, 2010.

and Sells Entire Holdings in the Company

SHANGHAI, ATLANTA – Jan. 14, 2010 – CDC Software Corporation (NASDAQ: CDCS), a global provider of enterprise software applications and services, today announced that it has withdrawn its offer to acquire Chordiant Software, Inc. and has sold its entire holdings in the company, representing approximately 1.3 percent of Chordiant’s 30.4 million shares outstanding.

As previously reported, CDC Software announced its intention to sell its holdings after Chordiant issued a press release rejecting CDC Software’s offer to acquire all the outstanding shares of the company.

Peter Yip, CEO of CDC Software stated, “Our announcement today not only reflects our disappointment in Chordiant’s decision, but also our frustration in the company’s lack of good faith efforts to open up a dialogue with us. In contrast to Chordiant’s statement in its press release, CDC Software attempted to meet Chordiant management on multiple occasions to discuss how CDC Software believes it could have helped improve the performance of Chordiant, which could have ultimately added value for their shareholders. Unfortunately, Chordiant management rebuffed each attempt to speak directly. However, several Chordiant shareholders and analysts proactively reached out to us in support and stated how they believed the two companies would be a good fit. In fact, in a SEC filing earlier this week on January 12, one of Chordiant’s largest shareholders expressed disappointment over Chordiant’s actions on the proposal and noted that Chordiant should review strategic alternatives, including potential sales transactions.* ”

Yip continued, “Also, we do not believe the several antitakeover defenses adopted by Chordiant, including Delaware Corporation Law Section 203, are in the best interest of today’s Chordiant shareholders. Generally speaking, some leading experts seem to agree that today’s antitakeover measures, particularly Section 203, severely limit unsolicited offers and some even question its constitutionality.”

In summary, Delaware General Corporation Law Section 203 generally prohibits an interested stockholder, which is defined as the owner of 15 percent or more of the corporation’s voting stock, or an interested stockholder’s affiliates or associates, from engaging in certain business combinations with a corporation that has publicly-traded voting stock, for a three-year period unless, among other exceptions, approval of the board of directors of the target company is received.

Yip added, “While we are dissatisfied over Chordiant’s stonewalling tactics, we believe CDC Software is operating from a stronger financial foundation and that we are well-positioned to continue advancing our growth strategy through both organic growth, as well as synergistic acquisitions of subscale software companies that we believe would complement and expand our product roadmap and solution offerings. Earlier this week, we announced that we had increased our profitability guidance for the second time since it was originally issued in August 2009. Our increased profitability metrics were fueled by healthy organic growth, increased cross-selling opportunities and growth in all of our key vertical markets. That is why we are moving on to pursue other potential acquisition targets. Most notably, CDC Software has a successful track record of integrating subscale software companies by lowering inflated operating cost structures and driving more cross-sell synergy to our 6,000 customers globally. All of which helps position these businesses for organic growth and profitability. While we could not help Chordiant in this way, we are considering other companies that we hope are more amenable to engaging in meaningful discussions that would potentially add value for their stakeholders.”

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