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COMPUTER ASSOCIATES TO ACQUIRE LEGENT CORPORATION IN LARGEST SOFTWARE DEAL IN HISTORY; Agreement Broadens CA's Client/Server Portfolio While Extending Enterprise Product Offerings.

ISLANDIA, NY, May 25, 1995--(BUSINESS WIRE)--In the largest software company acquisition in history, Computer Associates International, Inc.(NYSE: CA) and Legent Corporation (NASDAQ: LGNT) have entered into a definitive agreement providing for CA's acquisition of Legent Corporation through a cash tender offer. A wholly-owned subsidiary of CA will offer to purchase all outstanding shares of Legent Corporation's common stock at $47.95 per share.

The definitive agreement has been unanimously approved by the Boards of Directors of both Legent Corporation and CA. General Atlantic, the largest shareholder of Legent Corporation which holds approximately 10 percent of the outstanding shares, has pledged its support for the transaction.

A portion of the funds for the acquisition will come from a $2.0 billion credit facility underwritten by Credit Suisse. Credit Suisse expects to act as agent for an expanded syndicate of financial institutions to provide on-going support for the transaction.

"The acquisition of Legent will accelerate the momentum we've built in client/server computing over the past few years," said CA Chairman and CEO Charles B. Wang. "We can now offer clients a greater breadth of solutions to meet their distributed computing challenges. CA's strengths in client/server technology through such leading products as CA-Unicenter, CA-OpenIngres and CA-OpenRoad, our extensive distribution channels and Legent's large enterprise client base provide tremendous opportunities for future growth. We look forward to integrating Legent's products and resources into the CA family."

"This is a win/win for our shareholders and clients," said Legent Chairman and CEO Jerre Stead. "We're delighted that our clients can take advantage of CA's substantial resources and unparalleled track record in delivering mission-critical solutions. CA's unique client/server product set and global organization offer outstanding synergistic benefits."

The tender offer, which will commence shortly, will involve the offer to purchase an amount of shares such that, upon consummation, CA will own at least a majority of the outstanding shares. It will also be subject to the expiration or termination of any applicable antitrust waiting period and the receipt of all regulatory approvals. Following completion of the tender offer, it is expected that the subsidiary of CA will be merged into the Legent Corporation and all of the Legent Corporation's shares not owned by CA will be converted into the right to receive $47.95 per share in cash.

Computer Associates International, Inc. (NYSE:CA) leads the world in client/server software. Guided by CA90s open architecture, 7,600 dedicated employees in 33 countries develop, license and support more than 300 integrated products that include systems and database management, application development, financial and manufacturing applications and consumer solutions. The world's major industrial, government and research organizations depend on CA, whose fiscal year 1995 revenues exceeded $2.6 billion.

Legent Corporation, headquartered in Herndon, Virginia, is a worldwide supplier of software and services for the management of distributed computing across the enterprise.

All referenced product names are trademarks of their respective companies.

CONTACT: Douglas Robinson - CA Investor Relations, (516) 342-2745

Bob Gordon - CA Public Relations, (516) 342-2391

Kathleen Janson- Legent, (703) 708-3890
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Publication:Business Wire
Date:May 25, 1995
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