BMC Software to Acquire New Dimension Software; Combination Provides Best-of-Breed Solutions That Add a New Dimension to Application Service Assurance.HOUSTON,--(BUSINESS WIRE)--March 8, 1999--BMC Software (Nasdaq:BMCS BMCS Bristol Muslim Cultural Society (UK) BMCS Senior Chief Boatswain's Mate (Naval Rating) BMCS Blue Mountains Conservation Society (Wentworth Falls, NSW, Australia) ), the leader in providing Application Service Assurance (ASA Asa (ā`sə), in the Bible, king of Judah, son and successor of Abijah. He was a good king, zealous in his extirpation of idols. When Baasha of Israel took Ramah (a few miles N of Jerusalem), Asa bought the help of Benhadad of Damascus and (TM)) solutions that improve the availability, performance and recovery of business-critical applications, announced today that it has signed a Share Purchase and Tender Agreement to acquire New Dimension Software, Ltd. (Nasdaq:DDDDF) for $52.50 per share. New Dimension Software is an industry leader in enterprise management, specializing in job scheduling In a large computer, establishing a job queue to run a sequence of programs over any period of time such as a single shift, a full day, etc. , managing computer generated output and documents, and security and user administration. The acquisition complements BMC (BMC Software, Inc., Houston, TX, www.bmc.com) A leading supplier of software that supports and improves the availability, performance, and recovery of applications in complex computing environments. Software's pending merger with Boole & Babbage, Inc., which is expected to be completed on March 30. Boole & Babbage is currently the exclusive European distributor of New Dimension Software's products. As a result of these strategic acquisitions, BMC Software BMC Software, Inc. NYSE: BMC, is an American enterprise management software provider, focusing on IT infrastructure applications. BMC was founded in 1980 and is headquartered in Houston, Texas. accelerates the delivery of solutions that significantly reduce the complexity of managing large enterprises through innovative products, an extensive worldwide distribution network and superior technical expertise. BMC Software will gain a significant presence in Israel, home of New Dimension Software's worldwide headquarters and a major center for software development and technical expertise. BMC Software intends to maintain and expand New Dimension Software's operations in Israel. "The acquisition of New Dimension Software is a perfect fit for BMC Software's global strategy of providing Application Service Solutions from the back office to the front office and beyond. This acquisition, along with our merger with Boole & Babbage, positions BMC Software as a top-tier player in the enterprise management industry focused on rapidly delivering value to a business," said Max Watson, chairman, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of BMC Software. "Today, there is already a significant degree of product integration between the companies which is good for our customers who gain focused, best-of-breed solutions that address their critical issues. This combination establishes a new center for technology building on strong skills and resources in Israel, which is renowned for its high degree of technical skills and superior technology workforce. We will be joining IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) , Intel, Microsoft and other leading high technology firms who have established significant operations in Israel." "This transaction is a win-win for all parties: New Dimension Software, BMC Software, our customers and the industry as a whole. The unique combination of our companies' product sets, coupled with our existing distribution arrangement with Boole & Babbage, will enable the new BMC Software to provide state-of-the-art solutions to manage the entire enterprise," said Dan Barnea, CEO of New Dimension Software. "Our employees are looking forward to becoming part of the BMC Software family, one that has a global reputation for excellence and investment in the companies it acquires." The transaction is a cash purchase value at more than $650 million. BMC Software anticipates an in-process research and development charge of up to 30 percent of the purchase price, with amortization of identifiable intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. over four to five years. Because New Dimension Software is a non-U.S. corporation, BMC Software expects to treat the acquisition as an asset purchase for federal income tax purposes, which significantly improves anticipated earnings and cash flow. BMC Software will effect the acquisition through a cash tender offer for all outstanding New Dimension Software shares. BMC Software has entered into option agreements with two holders of more than 60 percent of the outstanding shares. The agreements give BMC Software the right to purchase these shares at the tender offer price for a stipulated period of time and require the shareholders to tender their shares to BMC Software. "We are paying cash because we believe our stock is greatly undervalued Undervalued A stock or other security that is trading below its true value. Notes: The difficulty is knowing what the "true" value actually is. Analysts will usually recommend an undervalued stock with a strong buy rating. and prefer to use cash as our acquisition currency," said Bill Austin William Lee Austin (born October 18, 1928 in San Pedro, California) is a former NFL player and coach, having played for the New York Giants for 7 seasons (1949-50, 1953-57) and served as head coach of the Pittsburgh Steelers from 1966 to 1968. , senior vice president and chief financial officer of BMC Software. "We will also avoid the significant delays associated with stock-based pooling transactions. We hope to close this transaction within the next 45 days, so that we begin our fiscal 2000 with both Boole & Babbage and New Dimension Software as part of BMC Software's operations." When the New Dimension Software and Boole & Babbage transactions are completed, BMC Software will employ approximately 5,000 people in 26 countries. Trailing annual revenues of the combined companies will be approximately $1.4 billion. BMC Software's ASA product lines ensure that key business applications are available, perform optimally and can be rapidly recovered in the event of an outage out·age n. 1. A quantity or portion of something lacking after delivery or storage. 2. A temporary suspension of operation, especially of electric power. . This enhances the service delivered to the business by the information technology (IT) organization and significantly improves business productivity and return on investment in IT assets. The company's combined product line will provide customers the ability to manage all components of the enterprise which affect application availability and the ability to solve unique application availability problems. Customers will realize these benefits: -- Across all major platforms (OS/390, UNIX UNIX Operating system for digital computers, developed by Ken Thompson of Bell Laboratories in 1969. It was initially designed for a single user (the name was a pun on the earlier operating system Multics). , NT, Internet) -- Across databases, middleware Software that functions as a conversion or translation layer. It is also a consolidator and integrator. Custom-programmed middleware solutions have been developed for decades to enable one application to communicate with another that either runs on a different platform or comes from a , mail and messaging, custom and packaged applications, Internet and Web servers -- Across all major functional areas: event management, performance analysis, capacity planning Determining the required future configuration of hardware and software for a network, datacenter or Web site. There are numerous capacity planning tools on the market used to monitor and analyze the performance of the current hardware and software. , backup and recovery, job scheduling, output management and security administration Company Backgrounds BMC Software BMC Software, Inc. is the industry leader in delivering Application Service Assurance (ASA) solutions -- enterprise-level software and support that improves the availability, performance and recovery of critical applications and data in complex computing computing - computer environments. BMC Software is the world's 12th largest independent software vendor and an S&P 500 company, with calendar 1998 revenues exceeding $955 million. The company is headquartered in Houston, Texas “Houston” redirects here. For other uses, see Houston (disambiguation). Houston (pronounced /'hjuːstən/) is the largest city in the state of Texas and the , with offices worldwide. For more information, please call 800 841-2031 or 713 918-8800 or visit BMC Software on the Web at www.bmc.com. New Dimension Software New Dimension Software is a premier developer of systems management software for complex distributed systems Distributed systems (computers) A distributed system consists of a collection of autonomous computers linked by a computer network and equipped with distributed system software. . With the Company's tightly integrated family of products, all aspects of enterprise production, output and security can be effectively managed. By managing the flow of information between applications, systems, end users and administrators, New Dimension Software products allow organizations to achieve their business goals. Founded in 1983, the Company is based in Tel Aviv Tel Aviv (tĕl əvēv`), city (1994 pop. 355,200), W central Israel, on the Mediterranean Sea. Oficially named Tel Aviv–Jaffa, it is Israel's commercial, financial, communications, and cultural center and the core of its largest , with its North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. subsidiary's headquarters in Irvine, Calif. and regional offices throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada, Mexico and Australia. The Company's products are currently licensed to over 2,350 customers in more than 40 countries. This news release contains both historical information and forward-looking information. For example, statements in this discussion regarding BMC Software's future financial and operating results, the development of and anticipated markets for BMC Software's products, BMC Software's operating strategies, anticipated acquisition benefits and other statements that are not statements of historical fact are forward looking statements. Actual results could differ materially from any expectation, estimate or projection conveyed by these statements and there can be no assurance that any such expectation, estimate or projection will be met. Numerous important factors, risks and uncertainties affect BMC Software's operating results and could cause actual results to differ from the results implied by these or any other forward looking statements. These factors include, but are not limited to, the following: 1) BMC Software's revenues and earnings are subject to a number of factors, including the significant percentage of quarterly sales typically closed at the end of each quarter, that make estimation estimation In mathematics, use of a function or formula to derive a solution or make a prediction. Unlike approximation, it has precise connotations. In statistics, for example, it connotes the careful selection and testing of a function called an estimator. of operating results prior to the end of a quarter extremely uncertain; 2) competition for BMC Software's products is increasing for both the open systems and the mainframe database utility products; 3) international results have been volatile over the last two years; 4) BMC Software continues to increasingly depend on large enterprise license transactions as an integral part of its core mainframe and distributed systems businesses; 5) the uncertainties of whether new software products and product strategies will be successful; 6) the high degree of difficulty of integrating different software products and technologies and the general risks associated with mergers of high technology companies, including the potential loss of key personnel and cultural conflicts; and 7) the additional risks and important factors described in BMC Software's, New Dimensions Software's and Boole & Babbage's Annual Report to Stockholders on Forms 10-K and 10-Q and other filings with the SEC. Note to interested parties: BMC Software has scheduled a conference call for 8:00 a.m. CST CST abbr. 1. Central Standard Time 2. convulsive shock treatment CST Central Standard Time Noun 1. today to discuss the acquisition. Interested parties may participate by calling (847) 413-2900. You may also access the conference call over the Internet through Vcall at http://www/vcall.com. To listen to the live call, please go to the web site at least fifteen minutes early to register, download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. , and install any necessary audio software. EDITORS NOTE: BMC Software will be conducting additional conference calls for industry analysts and members of the media. Please see separate media alert for details. BMC Software and the BMC Software logo are registered trademarks or trademarks of BMC Software, Inc. in the USA and in other select countries. New Dimension and the New Dimension logo are registered trademarks or trademarks of New Dimension, Software, Inc. in the USA and in other select countries. Boole & Babbage and the Boole & Babbage logo are registered trademarks or trademarks of Boole & Babbage, Inc. in the USA and in other select countries.(R) and (TM) indicate USA registration or USA trademark. Other logos and product/trade names mentioned are registered trademarks or trademarks of their respective companies. BMC Software, New Dimension Software and Boole & Babbage are Equal Opportunity Employers equal opportunity employer An employer or enterprise that does not discriminate against a job candidate, or subject him/her to adverse exclusionary criteria, based on race, sex, religion, or national origin. See Equal employment opportunity. . |
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