Borland Signs Definitive Agreement to Acquire Starbase Corporation in an All-Cash Tender Offer.Business Editors/High-Tech Writers SCOTTS VALLEY, Calif. & SANTA ANA Santa Ana, city, El Salvador Santa Ana (sän'tä ä`nä), city (1993 pop. 129,873), W El Salvador. It is the second largest city in the country and the commercial and processing center for a sugarcane, coffee, and cattle region. , Calif.--(BUSINESS WIRE)--Oct. 9, 2002 Will Expand Borland's Presence in the Application Development Lifecycle Market; Conference Call Scheduled for October 9, 2002, 7 a.m. Pacific Time Borland Software Corporation (company) Borland Software Corporation - A company that sells a variety of PC software development and database systems. Borland was founded in 1983 and initially became famous for their low-cost software, particularly Turbo Pascal, Turbo C, and Turbo Prolog. (Nasdaq:BORL) and Starbase Corporation (Nasdaq:SBAS (Satellite-Based Augmentation System) See GPS augmentation system. ) today jointly announced they have signed a definitive agreement pursuant to which Borland will acquire Starbase in an all-cash tender offer for an aggregate purchase price of approximately $24 million or $2.75 per share. Starbase's products will complement and expand Borland's suite of products and address a market estimated to reach $1 billion by 2004, according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. industry research firm META Group. Headquartered in Santa Ana, California Santa Ana is the most populous city in Orange County, California and is the county seat. It lies approximately 10 miles inland from the Pacific Ocean, on the largely seasonal Santa Ana River. , Starbase is a leading provider of software configuration management technology. With more than 4,200 customers worldwide, Starbase Corporation delivers an end-to-end software lifecycle solution covering requirements definition and management, application software and content development, and change and configuration management. Borland's 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. Dale L. Fuller said, "As a leader in software development, Borland solutions accelerate the time it takes to create business applications so that enterprises can compete more effectively. We believe time-to-market demands will continue to compress the development process, making integrated solutions paramount. The acquisition of Starbase advances our goal of integrating all phases of software development into a single, seamless solution that unifies the design, development, testing, and deployment phases of the software application lifecycle. "We are strengthening Borland's ability to provide customers with platform-independent technologies that maximize team productivity, ensure higher-quality code, and reduce total cost of ownership," added Mr. Fuller. "At the end of the day, whether it's Java, Linux, or .NET, Borland helps enterprises make it faster and better." President and CEO of Starbase Corporation James Harrer commented, "Borland is a market leader in software development, and it is an exciting time for us to join forces with a growing company that shares our commitment to development-centric software solutions. Borland has the management team, financial strength, and worldwide distribution network to truly leverage our technology into the market. As Borland integrates Starbase's complementary technologies, we will enable software development teams to enhance productivity across all phases of the application lifecycle. We are very excited about the opportunities presented by this transaction." Borland's Executive Vice President and Chief Financial Officer Frederick A. Ball said, "Starbase is recognized for its market-leading solutions in the areas of requirements management The administration and control of the information needs of users. In order to achieve business objectives within an organization via information systems, user requirements must be defined in a consistent manner, prioritized and monitored. , version control, collaboration, and defect tracking In engineering, defect tracking is the process of finding defects in a product, (by inspection, testing, or recording feedback from customers), and making new versions of the product that fix the defects. . By tightly integrating Starbase's technology with Borland's, we believe we can create a more competitive solution that meets the needs of a growing market. Through the integration of Starbase's organization and leveraging their assets, we believe we can achieve synergies that will deliver higher revenues, operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. , and earnings." Subsequent to closing, Starbase's product lines will be distributed globally through Borland's direct and indirect channels. "With more than $305 million in cash and equivalents at June 30, 2002, it is our goal to continue to employ these valuable assets in ways that will enhance shareholder value. We believe that thoughtful, well-executed acquisitions will provide new growth opportunities that enhance our existing businesses, further strengthen our market leadership, and help us achieve sustainable, long-term, and profitable growth," concluded Mr. Ball. About the Transaction Under the terms of the agreement, Borland will commence an all-cash tender offer to acquire all of the outstanding shares of Starbase at a price of $2.75 per share, followed by a merger in which the holders of the remaining outstanding shares of Starbase common stock will receive the same cash price per share. Borland has also agreed to make available to Starbase bridge financing Bridge Financing A method of financing, used by companies before their IPO, to obtain necessary cash for the maintenance of operations. Notes: These funds are usually supplied by the investment bank underwriting the new issue. of $2 million to fund its operations until the transaction is completed. The acquisition has been approved by the boards of directors of Borland and Starbase and is subject to customary closing conditions. Bear, Stearns & Co. Inc. acted as Borland's exclusive financial advisor, and SG Cowen acted as Starbase's exclusive financial advisor with respect to this transaction. Forward Guidance The impact of this acquisition on Borland's 2002 fourth quarter results will depend on the timing of the close. The company expects to incur To become subject to and liable for; to have liabilities imposed by act or operation of law. Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court. acquisition and transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). of approximately $7 million to $12 million, which will be included as part of the acquisition accounting. Assuming the acquisition is completed in the 2002 fourth quarter, Borland expects it to contribute approximately $30 to $35 million to 2003 revenue and to be accretive to earnings per share by the second quarter, excluding acquisition-related costs. More detailed guidance will be provided on Borland's third quarter conference call on October 24. Conference Call Information Borland Software Corporation will host a teleconference and simultaneous Webcast today at 7 a.m. Pacific Time. To access the live Webcast, please visit www.companyboardroom.com or Borland's Website at www.borland.com at least 30 minutes prior to the call to 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. any necessary audio or plug-in software. A replay of the audio-cast will be accessible by dialing (719) 457-0820 and using passcode 768079. The Webcast will be archived for two weeks and available at www.borland.com. About Starbase Starbase Corporation delivers an end-to-end enterprise software lifecycle solution covering requirements definition and management, code and content development, and change and configuration management. Starbase solutions, including CaliberRM and StarTeam, successfully drive development from concept to completion by implementing a requirements-driven development process that provides full visibility, traceability, and collaboration throughout the software development lifecycle. Using Starbase, enterprises can use a custom process framework to control the development process, manage key software disciplines and ensure fast adoption without impacting the development process or forcing organizational change. With approximately 240 employees, Starbase Corporation is headquartered in Santa Ana, California. To learn more, visit http://www.starbase.com. About Borland Borland Software Corporation is a leading provider of technology used to develop, deploy, integrate, and manage software applications. Delivering best-in-class technology solutions dedicated to interoperability The capability of two or more hardware devices or two or more software routines to work harmoniously together. For example, in an Ethernet network, display adapters, hubs, switches and routers from different vendors must conform to the Ethernet standard and interoperate with each other. , Borland allows enterprises of all sizes to move into Web based Coming from a Web server. See Web application. computing computing - computer while leveraging legacy systems. From the Fortune 1000 to the Borland Developer Network comprised of millions of developers around the world, Borland provides customers the freedom to develop applications, deploy them anywhere, and integrate and manage them across the enterprise. Borland solutions enable organizations to increase productivity and deliver higher performance projects faster and on budget, while lowering total cost of ownership. Founded in 1983, Borland is headquartered in Scotts Valley, California Scotts Valley is a small city located in eastern Santa Cruz County, California, United States, about ten miles (16 km) south of San Jose and six miles (10 km) north of the beach in the upland slope of the Santa Cruz Mountains. As of the 2000 census, the city population was 11,385. with operations worldwide. To learn more, visit Borland at http://www.borland.com, the Borland Developer Network at http://bdn.borland.com, or call Borland at (800) 632-2864. All Borland brand and product names are trademarks or registered trademarks of Borland Software Corporation in 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. and other countries. All other marks are the property of their respective owners. Additional Information and Where to Find It This announcement is neither an offer to purchase nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell Starbase shares. The tender offer will only be made through an offer to purchase, letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and related tender offer materials. At the time the expected tender offer is commenced, Borland will file these tender offer materials with the Securities and Exchange Commission and Starbase will file a solicitation/recommendation statement with respect to the offer. The tender offer materials and the solicitation/recommendation statement will contain important information. Stockholders are urged to read this information carefully before making any decisions about the tender offer. The tender offer materials, certain other offer materials, and the solicitation/recommendation statement will be sent free of charge to all stockholders of Starbase. All of these materials will also be available free of charge at the SEC's website at www.sec.gov. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This release contains "forward-looking statements." All statements that are not historical are forward-looking. Forward-looking statements may relate to, but are not limited to, Borland's future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company, and the growth of the market for its solutions. Borland's and Starbase's actual results could differ materially from those contained in the forward-looking statements, which are based on current expectations of Borland and Starbase management and are subject to a number of risks and uncertainties, including, but not limited to, the satisfaction of the conditions to closing, and, following the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the merger, Borland's ability to successfully integrate Starbase's operations and employees, general economic factors and capital market conditions, general industry trends, the size and timing of enterprise-level sales, the potential effects on the combined company of competition in computer software product and services markets, growth rates Growth Rates The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures. Notes: Remember, historically high growth rates don't always mean a high rate of growth looking into the future. in the software and professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products. markets that it participates in, rapid technological change that can adversely affect the demand for its products, shifts in customer demand, market acceptance of new or enhanced products or services developed, marketed or sold by the combined company, delays in scheduled product availability dates The date after notification of mobilization by which forces will be marshalled at their home station or mobilization station and available for deployment. See also home station; mobilization; mobilization station. , open source technologies that compete with each company's products, actions or announcements by competitors, software errors, reduction in sales to or loss of any significant customers, each company's ability to protect its intellectual property rights, the dependence on technologies licensed from third parties, each company's ability to attract and retain qualified personnel, and each company's ability to contain costs. These and other risks may be detailed from time to time in Borland's and Starbase's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, the latest Annual Report and the latest Quarterly Report filed by each, copies of which may be obtained from www.sec.gov. Borland and Starbase are under no obligation (and expressly disclaim dis·claim v. dis·claimed, dis·claim·ing, dis·claims v.tr. 1. To deny or renounce any claim to or connection with; disown. 2. To deny the validity of; repudiate. 3. any such obligation) to update or alter any forward-looking statements whether as a result of new information, future events or otherwise. |
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