Exhibit 99.2
Frequently Asked Questions
December 8, 2009
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Tell me a little about Xenos. |
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Xenos Group Inc. (TSX:XNS) |
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Approximately 90 employees |
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HQ in Toronto, Canada |
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Offices in U.S. and Europe |
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Market-leading provider of high-performance data and document management software that
Streamline Enterprise Information Supply Chains |
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350 Global Customers with focus on large enterprises |
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170 among Global 1,000 |
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75% of business in banking, credit card, insurance and brokerage |
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Other significant verticals include manufacturing, telcos, government,
healthcare and transportation/logistics |
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When will the acquisition take place? How much was Xenos purchased for? |
The purchase of Xenos is scheduled to be complete within Q1 of 2010. The Offer is subject to
customary conditions, including the tender of at least 66 2/3% of the outstanding common shares of
Xenos. Actuate expects to mail a take-over bid circular to Xenos shareholders in mid to late
December 2009.
The transaction places Xenos at total enterprise value of CAD$28.4 million. Actuate expects to
purchase Xenos for not more than CAD$37.7 Million (USD$35.5 Million).
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How will the transaction be funded? |
Actuate anticipates funding the transaction using a combination of cash and borrowings under its
existing credit facility.
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Will this acquisition dilute Actuates earnings? |
No. Actuate anticipates that the transaction will be accretive to Fiscal 2010 non-GAAP earnings.
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| Copyright © 2009 Actuate Corporation
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| 5. |
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How will Actuate employees be affected by this event? |
No short-term changes are planned to Xenos operations. Actuate procedures will be integrated into
Xenos procedures over the coming months. Actuate will review Xenos employee benefits plan in
comparison to their existing plan and will be rolling out a consistent plan later in 2010.
| 6. |
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What will happen to current projects? |
All current projects, including research and development, will continue as planned.
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Should customers expect the way Actuate does business to change? |
Xenos and Actuate have a similar approach to business. Our individual and combined commitment to
superior quality and service means that our clients, both current and future, can expect
extraordinary work on every project. Day-to-day business procedures may vary slightly and will be
integrated to one system across the country, but the final product will continue to be outstanding.
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What impact will this have on Actuates strategy? |
We expect Actuates acquisition of Xenos to create an even stronger company that has increased
capacity to deliver for our customers. Actuate remains focused on growing BIRT-based revenue and
feels strongly that Xenos technology and talent will accelerate this goal.
With Xenos, Actuate is the only company to turn content and structured data into BIRT-based Rich
Information Applications that drive revenue through higher customer satisfaction and loyalty,
improved operational performance and reduced costs.
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Leverage both content and structured data as information sources for BIRT-based
applications, and transform any document into rich, interactive content. |
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Deliver leading edge functionality to our combined client base to optimally leverage
information assets within the organization and outside the firewall to create a high value
end user experience. For example, adding interactivity to high volume statements will offer
unique capabilities to significantly enhance customer experience, deepen understanding of
client behaviors and reduce operational costs |
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Easily integrate customers Enterprise Content Management (ECM) systems using Xenos
Enterprise Server with BIRT iServer to tap new information assets to manage their business. |
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Use BIRT to deliver Rich Information Applications that leverage virtually all data sources
including high volume print streams to maximize the utility of the entire organizations
data assets. |
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Combine two Java based enterprise-class servers both with high scale, performance,
reliability and security to continue to deliver highly scalable Rich Information
Applications. |
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Is this Actuates first acquisition? |
No, Actuate has a history of successful acquisitions, most recently Performancesoft in January of
2006.
Given the complementary technology of Actuate and Xenos, we believe that this will be a smooth
integration; furthermore Actuate has a lot of experience in executing on smooth acquisitions and
integrating complementary companies into its infrastructure, operations and culture.
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Will there be any stock trading blackouts in effect? |
Actuate employees will not be permitted to trade in stock of either Actuate or Xenos until the
Offer Circular and Directors Circular related to the transaction have been published. After that,
those
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| Copyright © 2009 Actuate Corporation
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employees that could have access to material non-public information regarding the transaction will
not be permitted to trade in stock of either Actuate or Xenos until after the transaction closes.
| 12. |
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As an Actuate employee will this have any effect on my Actuate shares, my ESPP or my unvested
options of Actuate stock? |
No.
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Why does Actuate think this acquisition is the best use of Actuates capital? |
After careful review and analysis, management and Actuates Board of Directors believe that
acquiring Xenos is the best use of capital to drive long-term shareholder value. Management
believes this acquisition will drive more long-term accretion and growth than using comparable
funds to repurchase ACTU shares.
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What is Xenos distribution model? Direct or Indirect? Are there ways that ACTU can leverage
these channels? |
Xenos has a more substantial indirect channel than Actuate does, and management will evaluate how
best to leverage these channels on a go forward basis.
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What is XNS run rate? |
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For the September 2009 quarter, Xenos reported preliminary unaudited revenues of
CAD$4.5M |
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For the fiscal year ended September 30, 2009, Xenos reported preliminary unaudited
revenues of approximately CAD$17.2M |
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Who should I contact if I have further questions? |
Email ir@actuate.com with any questions.
Cautionary Note Regarding Forward Looking Statements: The statements contained in this Frequently
Asked Questions regarding Actuate and the Offer that are not purely historical are forward looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These
include statements regarding Actuates expectations, beliefs, hopes, intentions or strategies
regarding the future, including the timing, financing and performance of the acquisition. All
such forward-looking statements are based upon information available to Actuate as of the date
hereof, and Actuate disclaims any obligation to update or revise any such forward-looking
statements based on changes in expectations or the circumstances or conditions on which such
expectations may be based. Actual results could differ materially from Actuates current
expectations. Factors that could cause or contribute to such differences include, but are not
limited to, the timing of and/or the satisfaction of closing conditions, quarterly fluctuations in
revenues, other operating results and cash flows, our ability to successfully integrate the
acquisition, general economic and geopolitical uncertainties and other risk factors that are
discussed in Actuates Securities and Exchange Commission filings, specifically Actuate 2008
Annual Report on Form 10-K filed on March 12, 2009.
Certain statements made in this document relating to Xenos and the Offer are forward-looking
within the meaning of certain securities laws. Such forward-looking statements are based on a
number of assumptions and involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of Xenos or developments in Xenos
business or its industry to differ materially from the anticipated results, performance,
achievements or developments expressed or implied by such forward-looking statements. Xenos urges
you not to place undue reliance on these estimates, opinions and projections. Xenos assumes no
obligation to update forward-looking statements if assumptions or these plans, estimates, opinions
or projections should change.
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| Copyright © 2009 Actuate Corporation
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