TORONTO--()--Actuate Corporation ("Actuate") (NASDAQ:ACTU), the people behind BIRT™, is pleased to announce that as of 11:59 p.m. (Toronto time) on March 5, 2010, its wholly-owned subsidiary Actuate Canada International Corporation ("ACIC") will acquire all of the remaining common shares (the "Common Shares") of Xenos Group Inc. ("Xenos") (TSX:XNS) not deposited under its previously announced offer to purchase all of the issued and outstanding Common Shares for CAD $3.50 per share in cash (the "Offer"). ACIC will acquire the remaining Common Shares pursuant to the compulsory acquisition commenced on February 3, 2010. Upon completion of this compulsory acquisition, ACIC shall own 100% of the issued and outstanding Common Shares.
The notice of compulsory acquisition and transmittal and election form were mailed to shareholders on February 3, 2010. Shareholders of Xenos will receive CAD $3.50 in cash for each Common Share that is subject to compulsory acquisition. Checks will be sent to all shareholders who have delivered their share certificate(s) to CIBC Mellon Trust Company; the depositary for the Offer, together with, and in accordance with, the instructions set out in the transmittal and election form that accompanied the notice of compulsory acquisition. Any shareholder that has not delivered such share certificate(s) and transmittal and election form to the depositary must do so in order to receive the payment to which they are entitled.
As of the close of markets on March 5, 2010, the Common Shares will cease to be listed for trading on the Toronto Stock Exchange. Actuate intends to cause Xenos to file with the applicable Canadian securities regulatory authorities the necessary documentation to cease to be a reporting issuer in all Canada as soon as is reasonably practicable.
Copies of the notice of compulsory acquisition and transmittal and election form are available from the Depositary or on the Canadian Securities Administrators' website at www.sedar.com.
Shareholders with questions about the transaction or how to deliver their share certificates and transmittals should contact the depositary, toll-free at 1-800-387-0825.
Xenos (TSX:XNS) provides high-performance solutions that optimize enterprise content management (ECM) implementations by streamlining the movement of information across the enterprise and slashing document storage costs. Xenos solutions, based on the scalable Xenos Enterprise Server™, process, extract, transform, repurpose and personalize high volumes of data and documents for storage, real-time access, ePresentment, printing and delivery in numerous formats across multiple channels. Effective Feb. 1, 2010, Xenos became an Actuate company. For more information, visit www.xenos.com.
Actuate – the people behind BIRT
Actuate founded and continues to co-lead the Eclipse BIRT open source project. BIRT is the premier development environment for Rich Information Applications that present structured data and content in compelling and interactive ways via the web on any device. Actuate and its people are dedicated to making BIRT the best environment for our customers to develop Web 2.0 applications that drive revenue through higher customer satisfaction/loyalty and improve operational performance. The people of Actuate continually participate in and provide resources for the vibrant open source community that has emerged around BIRT. Anybody can participate in the BIRT movement by visiting www.birt-exchange.com.
Actuate offers value-add BIRT products and services that speed the development process and bring additional functionality such as, interactivity, content transformation and enterprise scalability to BIRT-based Rich Information Applications. Actuate has over 4,500 customers globally in a diverse range of business areas including financial services and the public sector. Founded in 1993, Actuate is headquartered in San Mateo, California, with offices worldwide. Actuate is listed on NASDAQ under the symbol ACTU. For more information, visit the company's web site at www.actuate.com.
Contact Information:
Actuate Corporation, 2207 Bridgepointe Parkway, Suite 500, San Mateo, CA, 94404, USA
Actuate Canada International Corporation, 1 First Canadian Place, 100 King Street West, Suite 4400, Box 63, Toronto, ON M5X 1B1, Canada.
Cautionary Note Regarding Forward Looking Statements: The statements contained in this press release relating to Actuate and acquisition of shares of Xenos 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 Actuate's 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 Actuate's 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 Actuate's Securities and Exchange Commission filings, specifically Actuate 2008 Annual Report on Form 10-K filed on March 12, 2009.
Certain statements made in this press release 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.
Copyright © 2010 Actuate Corporation. All rights reserved. Actuate, the Actuate logo and Xenos are registered trademarks of Actuate Corporation and/or its affiliates in the U.S. and certain other countries. All other brands, names or trademarks mentioned may be trademarks of their respective owners.

