4.5% CONVERTIBLE SUBORDINATED NOTES DUE 2001Baan Co N V • May 9th, 1997 • Services-prepackaged software • New York
RECITALSAgreement and Plan of Reorganization • June 2nd, 1999 • Baan Co N V • Services-prepackaged software • Delaware
1 EXHIBIT 4.8 BAAN COMPANY N.V. 4.5% CONVERTIBLE SUBORDINATED NOTES DUE 2001 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 1997 • Baan Co N V • Services-prepackaged software • New York
1- 2 a final private placement memorandum (the "Final Memorandum" and, with the Preliminary Memorandum, each a "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering, a description of the...Purchase Agreement • May 9th, 1997 • Baan Co N V • Services-prepackaged software • New York
1 Exhibit 2.5 AMENDMENT AND WAIVER TO SHARE RIGHTS AGREEMENT AMENDMENT AND WAIVER TO SHARE RIGHTS AGREEMENT, dated as of November 24, 1999 (this "Agreement"), between Baan Company N.V. ("Baan") and Fletcher International Limited ("Fletcher"). WHEREAS,...Share Rights Agreement • July 17th, 2000 • Baan Co N V • Services-prepackaged software • New York
June 14, 2000 Dear Fellow Baan Stockholder: On behalf of Baan and your Supervisory and Management Boards, I am pleased to recommend to you the Offer Agreement (entered into and announced on May 31, 2000) with Invensys plc, a global electronics and...Baan Co N V • June 14th, 2000 • Services-prepackaged software
EXHIBIT 99.1Introductory Note • March 1st, 2002 • Baan Co N V • Services-prepackaged software
This Exhibit to the Form 12b-25 contains forward-looking statements that are based on current expectations, estimates and projections, management's beliefs and assumptions made by management. Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performances and involve risks and uncertainties which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements in this Exhibit to the Form 12b-25.
1 EXHIBIT 99.1 AGREEMENT BAAN COMPANY AND BEAR STEARNS BARNEVELD, THE NETHERLANDS AND HERNDON, VIRGINIA -MAY 4, 2000 - Baan Company has received inquiries about the put agreement with Bear Stearns International Ltd. We wish to clarify that under this...Baan Co N V • May 11th, 2000 • Services-prepackaged software
