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Exhibit 5
SIMWARE INC.
0 XXXXXXXX XXXX
XXXXXX, XXXXXXX, XXXXXX X0X 0X0
October 1, 1999
Dear Shareholder:
We are pleased to inform you that on September 26, 1999, Simware Inc. (the
"Company") entered into an Acquisition Agreement (the "Acquisition Agreement")
with NetManage, Inc. ("Parent") and its wholly-owned subsidiary, NetManage Bid
Co. ("Purchaser"), which provides for certain transactions which would lead to
the acquisition of the Company by Parent and Purchaser. Under the terms of the
Acquisition Agreement, Purchaser today commenced a tender offer (the "Offer") to
purchase all of the Company's outstanding common shares (the "Shares") for U.S.
$3.75 per Share in cash.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ACQUISITION AGREEMENT
AND THE OFFER AND HAS DETERMINED THAT THE OFFER IS FAIR TO AND IN THE BEST
INTERESTS OF THE COMPANY'S SHAREHOLDERS. THE BOARD UNANIMOUSLY RECOMMENDS THAT
THE COMPANY'S SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE
OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the U.S. Securities and Exchange Commission,
including, among other things, the opinion of Alliant Partners, the Company's
financial advisor, to the effect that, as of September 24, 1999, the U.S. $3.75
per share in cash to be received by the Company's shareholders in the Offer is
fair from a financial point of view to the Company's shareholders. The full text
of the written opinion of Alliant Partners, dated September 24, 1999, which sets
forth the assumptions made, matters considered and limitations on the review
undertaken in connection with the opinion, is attached to the Schedule 14D-9 as
Annex A. All shareholders are urged to, and should, read the opinion of Alliant
Partners carefully in its entirety.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated October 1, 1999, of Parent and
Purchaser, together with related materials, including a Letter of Transmittal to
be used for tendering your Shares. These documents set forth the terms and
conditions of the Offer and provide instructions as to how to tender your
Shares. We urge you to read the enclosed materials carefully.
The enclosed materials meet the requirements of applicable Canadian and
U.S. securities laws. For Canadian shareholders, the information set forth in
the attached Schedule 14D-9 includes the information that would be required to
be included in a Directors' Circular.
On behalf of the Board of Directors and management of the Company, we thank
you for the support you have given to the Company.
Very truly yours,
/s/ XXXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
Chairman of the Board of Directors
/s/ XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx
President and Chief Executive Officer
