Borland and Open Environment Announce Amendment of Merger Agreement.SCOTTS VALLEY, Calif.--(BUSINESS WIRE)--July 31, 1996--Borland International Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BORL) and Open Environment (NASDAQ:OPEN) today announced they have modified the terms of the agreement providing for the merger of Open Environment with Borland. Under the terms of the amendment, which was approved by the board of directors of both companies, Open Environment shareholders will receive a fixed ratio of 0.66 shares of Borland common stock for each share of Open Environment common stock. The exchange ratio had been 0.51, but was subject to change based upon the value of Borland common stock over a specified period of time prior to the effective date of the merger. With this amendment, the exchange ratio will no longer be subject to adjustment based upon the value of Borland common stock. Open Environment has approximately eight million shares and vested options outstanding giving an indicated value of approximately $40 million for the transaction. Borland has approximately 31 million shares outstanding. "We are pleased to have reached this agreement with Open Environment. Both companies have experienced significant challenges recently, but we continue to believe that the merger is an important part of Borland's long term strategy," said Dr. William F. Miller, Chairman of Borland's Board of Directors and Acting 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. . "Both organizations have invested a great deal of time and effort in the integration of the organizations and are looking forward to the successful conclusion of the merger," added Philip Copeland, Acting CEO of Open Environment. Completion of the transaction remains subject to regulatory approvals and approval by the stockholders of Open Environment. The transaction is expected to close later this summer or in early fall. Open Environment Corporation Founded in 1993, Open Environment (NASDAQ:OPEN) pioneered the three-tier client/server A three-way interaction in a client/server environment, in which the user interface is stored in the client, the bulk of the business application logic is stored in one or more servers, and the data are stored in a database server. See client/server. architectures, which has grown to become a de facto [Latin, In fact.] In fact, in deed, actually. This phrase is used to characterize an officer, a government, a past action, or a state of affairs that must be accepted for all practical purposes, but is illegal or illegitimate. development standard for building scalable enterprise applications. Open Environment's product line includes Entera, an independent framework for building, managing and deploying highly scalable, client/server applications, and OLEnterprise, the industry's first open, distributed object Distributed objects are software modules that are designed to work together, but reside either in multiple computers connected via a network or in different processes inside the same computer. environment based on Microsoft's OLE. For more information, access the Open Environment World Wide Web Site at http://www.openenv.com. Borland: Making Development Easier Borland International Inc. (NASDAQ:BORL) is a leading provider of products and services targeted to software developers. Borland is distinguished for its high quality software development tools, which include Delphi, Delphi Client/Server Suite, Borland C++, Visual dBASE See dBASE versions. (language) Visual dBASE - A Rapid Application Development suite with a compiler and intranet tools to enable developers to publish data on the World-Wide Web. Originally a Borland product, the first version released by dBase, Inc. was Visual dBase 5.7. , Paradox, ReportSmith and InterBase. Borland's award-winning products are supported through comprehensive programs for small- and large-sized software developers, corporate developers, value added resellers See VAR. (company) value added reseller - (VAR, or "value added retailer") A company which sells something (e.g. computers) made by another company (an OEM) with extra components added (e.g. specialist software). and system integrators See systems integrator. . 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. . -0- Note To Editors: Copies of previous Borland press releases and additional corporate and product information are available on Borland's Internet World Wide Web Site at http://www.borland.com. CONTACT: Media contact: Knox Richardson or Vallee Hubbard Borland International Inc. 408/431-1201 or 408/431-4705 or Media contact: Pamela Bonan Open Environment Corporation 617/562-5885 or Financial contact: Dawn Morse Borland International Inc. 408/431-1525 or Jim Driscoll
Jim Driscoll (December 15, 1880 – January 30, 1925) was a Welsh boxer who learned his trade in the boxing ring and used it to fight his way out of poverty. Open Environment Corporation 617/562-5840 |
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