Iona Technologies
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser (being in the case of shareholders in Ireland, an organisation or firm who is authorised or exempted pursuant to the Investment Intermediaries Act, 1995 of Ireland or the Irish Stock Exchange Act, 1995 of Ireland). If you have sold or transferred all your Ordinary Shares in IONA Technologies PLC, please forward this document at once to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold part of your holding, please consult the stockbroker, bank or other agent through whom the sale was effected. Copies of this document, which comprises a circular to shareholders relating to the acquisition of Netfish Technologies, Inc. by IONA Technologies PLC (the ‘‘Company’’ or ‘‘IONA’’) prepared in accordance with the listing rules of The Irish Stock Exchange Limited (‘‘Irish Stock Exchange’’) and the European Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland (the ‘‘1984 Regulations’’), have been delivered for registration to the Registrar of Companies in Ireland as required by the 1984 Regulations. This document is being circulated to IONA shareholders to satisfy certain rules of the Nasdaq National Market (‘‘Nasdaq’’) applicable to IONA because of its primary listing thereon and copies of this document have been delivered to Nasdaq. American Depositary Receipts representing Ordinary Shares are trading on Nasdaq. Application has been made for the New Ordinary Shares to be admitted to trading on the Official List of the Irish Stock Exchange (the ‘‘Official List’’). It is expected that dealings in the New Ordinary Shares will commence on the Official List by 10 May, 2001. This document does not constitute an offer or invitation to any person to subscribe for or purchase any securities in the Company. This document must not be distributed, forwarded or transmitted into Canada, Japan or Australia. The Company has a secondary listing on the Irish Stock Exchange. For this reason, IONA is not subject to the same ongoing regulatory requirements as those which would apply to an Irish company with a primary listing on the Irish Stock Exchange including the requirement that certain transactions require the approval of shareholders. For further information, shareholders should consult their own financial adviser. The Directors of IONA, whose names appear on page 3 of the Listing Particulars, a copy of which is set out in Part V of this document, accept responsibility for the information contained in this document other than the information contained in Appendix I comprising the Netfish 1998, 1999 and 2000 Audited Financial Statements and the information contained in Appendix II comprising Unaudited Pro Forma Condensed Combined Consolidated Financial Information. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. IONA TECHNOLOGIES PLC (Incorporated in the Republic of Ireland under the Companies Acts, 1963 to 1999. Registered No.171387) Circular to shareholders relating to the acquisition of Netfish Technologies, Inc. The Consideration Shares will be issued pursuant to an exemption from registration under the U.S. Securities Act of 1933 (the ‘‘U.S. Securities Act’’), as amended and accordingly, have not been and will not be registered thereunder and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the Consideration Shares has been, or will be, lodged with or registered by the Australian Securities Commission. Accordingly, the Consideration Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States of America (except in compliance with the U.S. Securities Act and the rules and regulations thereunder), Canada, Australia or any other jurisdiction in which the offer of Consideration Shares would constitute a violation of relevant laws or require registration thereof. Notice of an Extraordinary General Meeting of IONA to be held at Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland on Tuesday 8 May, 2001 at 10am (Irish time) is set out in Part II of this document and a proxy statement is set out at Part III of this document. Forms of proxy should be completed, signed and returned as soon as possible, but in any event so as to be received by the Registrars of IONA, Computershare Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland not later than Friday 4 May, 2001 at 10am (Irish time). The date of this document is 2 April, 2001 TABLE OF CONTENTS Part I—Chairman’s Letter.............................................................................................. Part I–1 Part II—Notice of Extraordinary General Meeting and Form of Proxy........................... Part II–1 Part III—Proxy Statement................................................................................................ Part III–1 Part IV—Expected Timetable of Events.......................................................................... Part IV–1 Part V—Listing Particulars.............................................................................................. Part V–1 Appendix I—Netfish Technologies, Inc. Audited Financial Statements.......................... Appendix I–1 Appendix II—Unaudited Pro Forma Condensed Consolidated Financial Information.... Appendix II–1 Appendix III—Consents of Independent Accountants..................................................... Appendix III PART I IONA TECHNOLOGIES PLC The IONA Building Shelbourne Road, Ballsbridge Dublin 4, Ireland 2 April, 2001 To: The Shareholders of IONA Technologies PLC Dear Shareholder: 1. Introduction On 15 February 2001, IONA announced that it had signed an agreement to acquire Netfish Technologies, Inc. (‘‘Netfish’’) for a total consideration of up to 5.5 million Ordinary Shares. Under the Agreement and Plan of Reorganisation dated 14 February, 2001, between IONA, NV Acquisition Corporation and Netfish (the ‘‘Merger Agreement’’), NV Acquisition Corporation, a wholly owned subsidiary of IONA, will be merged with and into Netfish (the ‘‘Acquisition’’). Netfish will be the surviving corporation and will become a wholly owned subsidiary of IONA. Upon consummation of the Acquisition, the shares outstanding in the capital of Netfish will be cancelled in exchange for Ordinary Shares and the outstanding options and warrants of Netfish will be assumed by IONA and will be exercisable for Ordinary Shares, all as are fully described in Part I of the Listing Particulars a copy of which is set out in Part V of this document. The potential 5.5 million Ordinary Shares issuable as consideration for such Netfish shares, options and warrants are subject to adjustment in respect of excess Netfish expenses in connection with the Acquisition, excess indebtedness incurred by Netfish and the issuance of additional Netfish options prior to Closing with the approval of IONA. A portion of these Consideration Shares will be issued on Closing to the holders of shares then outstanding in Netfish. The balance of the Consideration Shares will be issuable after Closing as and when approved Netfish options and warrants are exercised and as and when certain Consideration Shares being held to secure the indemnification obligations of the Netfish shareholders are released. Assuming the issuance of all 5.5 million Consideration Shares, this would increase the issued share capital IONA by 24% and will represent approximately 19% of the Enlarged Share Capital. For more details on the Acquisition, I refer you to Part I of the Listing Particulars, a copy of which is set out in Part V of this document. The Acquisition is subject to the approval of the Shareholders of both IONA and Netfish, the qualification of the Consideration Shares that will be issued on Closing under Section 25121 of the California Corporate Securities Law of 1968, as amended and consequently the exemption from the registration requirements of the US Securities Act (or if not so qualified, registration under the US Securities Act) as well as customary regulatory and other closing conditions. The purpose of this letter and attachments is to provide you with information regarding the Acquisition and the other proposals described in this document, to explain why your Directors consider that they are in the interests of Shareholders as a whole and to seek your approval for their implementation at an Extraordinary General Meeting to be held at the Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland on Tuesday 8 May, 2001 at 10am (Irish time). A formal notice of this meeting is included in Part II of this document. Directors: Chris Horn, Sean Baker, Dr. Ivor Kenny, Kevin Melia, Annrai O’Toole, Barry Morris Registered Office: The IONA Building, Shelbourne Road, Ballsbridge, Dublin 4, Ireland, Ireland Registered Number: 171387 2. Netfish Netfish is a California based corporation and was incorporated in August 1997. Netfish is a provider of Java and XML-based business-to-business process collaboration solutions. Netfish’s