Chordiant Software, Inc. (Nasdaq:CHRD), the leading provider of Customer
Experience (Cx™) software and services that help global brands multiply
customer lifetime value, today announced that its Board of Directors has
unanimously determined that the unsolicited, nonbinding proposal made by
CDC Software Corporation (Nasdaq:CDCS) to acquire all of the outstanding
shares of Chordiant for cash and CDC stock equivalent to $3.46 per share
significantly undervalues Chordiant and is not in the best interests of
Chordiant's shareholders.
Steven R. Springsteel, Chairman of the Board, President and Chief
Executive Officer of Chordiant, said, "We were surprised by CDC's
proposal given that there has been no prior acquisition-related dialogue
between CDC and Chordiant. Notwithstanding that fact, Chordiant's Board
of Directors, with the assistance of its financial and legal advisors,
reviewed CDC's proposal. Our Board unanimously concluded that the
proposal undervalues Chordiant's leading customer experience technology
platform and extensive base of enterprise customers. The proposal also
does not compare favorably with the value that we expect to deliver to
Chordiant shareholders as an independent company. Going forward,
consistent with our policy, we do not intend to publicly respond to
unsolicited acquisition proposals."
Morgan Stanley & Co. Incorporated is acting as financial advisor to
Chordiant and Cooley Godward Kronish LLP is acting as legal advisor.
Chordiant plans to announce the financial results for its most recently
completed quarter ended December 31, 2009 on Thursday, January 28, 2010.
About Chordiant Software, Inc.
Chordiant Software optimizes the customer experience to help global
brands multiply customer lifetime value. Chordiant arms marketing,
customer service and customer loyalty executives with a suite of
intelligent conversation management applications to deliver an order of
magnitude improvement in customer experience. By maximizing the value of
every conversation across all channels, Chordiant enables today’s
fast-paced brands to engage more effectively with customers and quickly
measure whether business strategies are succeeding, resulting in faster
acquisition, improved competitiveness, less churn, and superior customer
service. For more information please visit www.chordiant.com.
Cautionary Note Regarding Forward Looking Statements
This Press Release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the value that Chordiant expects to
deliver to its shareholders as an independent company. Forward-looking
statements are generally identified by words such as "believes,"
"expects," "guidance," and similar expressions. There are a number of
important factors that could cause the results or outcomes discussed
herein to differ materially from those indicated by these
forward-looking statements. Such risks and uncertainties include, but
are not limited to, whether the Company is able to close license and
services transactions with new and existing customers and achieve its
bookings and revenue targets; fluctuations in customer spending,
particularly in the financial services and insurance industries, due to
consolidation, economic, geopolitical and other factors; and the
Company’s dependence on a small number of customers for a substantial
portion of its revenue. These and other risks are set forth in the
Company’s Annual Report on Form 10-K for the fiscal year ended September
30, 2009. These filings are available on a website maintained by the
Securities and Exchange Commission at
http://www.sec.gov.
The forward-looking statements and risks stated in this Press Release
are based on information available to the Company today. The Company
assumes no obligation to update them.
Chordiant and the Chordiant logo are registered trademarks of
Chordiant Software, Inc. The Customer Experience Company, Cx and CxM are
trademarks of Chordiant Software, Inc. All other trademarks and
registered trademarks are the properties of their respective owners.