Exhibit 99.4
Actuate Corporation Acquisition of Xenos Group Inc.
Frequently Asked Questions
Tuesday, December 8, 2009
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Tell me a little about the acquiring company, Actuate Corporation. |
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Actuate Corporation (NASDAQ: ACTU), the people behind BIRT |
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511 employees |
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HQ in San Mateo, California, with branches in Toronto, Singapore (Asia
Pacific), France, Germany, Japan, Switzerland, China and the UK. |
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Founded in 1993 |
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Market-leading provider of BIRT-based Rich Information Applications that that present data in
compelling and interactive ways via the web on any device. |
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4,400 Global Customers with focus on large enterprises, with a focus in
financial services and public sector. |
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Revenue: Q309 USD$29.4 million, FY08 USD$131.0 million. |
www.actuate.com
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When will the acquisition take place? How much will Xenos be 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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Are all of Xenos divisions included in this acquisition? |
Yes.
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How will employees be affected by this event? |
Actuate looks forward to the contribution Xenos staff will bring to the combined operation. No
short-term changes are planned to Xenos operations. Actuate procedures will be integrated into
Xenos procedures over the coming months.
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What will happen to current projects? |
All current projects, including research and development, will continue as planned.
Xenos has recently completed the development of Xenos Enterprise Server, a robust platform for
information aggregation and distribution. While we have had considerable success in the first year
of its release, we believe that it requires a broad application set such as is provided in the BIRT
environment, to enable the dramatic success that this powerful technology deserves. The fit between
Xenos and Actuate is a natural one.
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Should customers expect the way Xenos 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 the combined company? |
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? |
Employees will not be permitted to trade in stock of either Actuate or Xenos until the applicable
blackout periods have been lifted.
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If I have further questions, who should I contact? |
Please email sbutts@xenos.com.
Cautionary Note Regarding Forward Looking Statements: The statements contained in this Frequently
Asked Questions 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.