Yes, we heard it last week.
on 03/11/99 05:26:10 PM
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cc: (bcc: Santos Ayala/FIT/GSAG_Corp)
Subject: [Control-X] FW: Press Releases
I don't know if anyone else received this about BMC buying ND.
> -----Original Message-----
> From: NA - Web Support [SMTP:nawebsupport@...]
> Sent: Tuesday, March 09, 1999 11:57 AM
> To: 'boe.franklin@...'
> Subject: Press Releases
> New Dimension Software E-mail Subscription Service
> Press Release
> March 9, 1999
> BMC Software to Acquire New Dimension Software
> Combination Provides Best-of-Breed Solutions That Add a New Dimension to
> Application Service Assurance
> HOUSTON, TX - (March 8, 1999) - BMC Software (Nasdaq: BMCS), the leader
in > providing Application Service Assurance (ASA(tm)) solutions that
> availability, performance and recovery of business-critical applications,
> announced today that it has signed a Share Purchase and Tender Agreement
> acquire New Dimension Software, Ltd. (Nasdaq: DDDDF) for $52.50 per
> New Dimension Software is an industry leader in enterprise management,
> specializing in job scheduling, managing computer generated output and
> documents, and security and user administration. The acquisition
> BMC Software's pending merger with Boole & Babbage, Inc., which is
> 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 accelerates the
> delivery of solutions that significantly reduce the complexity of
> 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 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.
> 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
> 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,
> Software, our customers and the industry as a whole. The unique
> 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
> 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
> 30 percent of the purchase price, with amortization of identifiable
> intangible assets over four to five years. Because New Dimension
Software > is a non-U.S. corporation, BMC Software expects to treat the
> 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
> their shares to BMC Software.
> "We are paying cash because we believe our stock is greatly undervalued
> prefer to use cash as our acquisition currency," said Bill Austin, senior
> vice president and chief financial officer of BMC Software. "We will
> avoid the significant delays associated with stock-based pooling
> transactions. We hope to close this transaction within the next 45 days,
> 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
> outage. This enhances the service delivered to the business by the
> information technology (IT) organization and significantly improves
> 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, NT, Internet)
> ? Across databases, middleware, mail and messaging, custom and packaged
> applications, Internet and Web servers
> ? Across all major functional areas: event management, performance
> capacity planning, backup and recovery, job scheduling, output management
> and security administration
> - more -
> BMC Software to Acquire New Dimension Software
> Company Backgrounds
> BMC Software
> BMC Software, Inc. is the industry leader in delivering Application
> Assurance (ASA) solutions - enterprise-level software and support that
> improves the availability, performance and recovery of critical
> and data in complex computing environments. BMC Software is the world's
> largest independent software vendor and an S&P 500 company, with calendar
> 1998 revenues exceeding $955 million. The company is headquartered in
> Houston, Texas, with offices worldwide. For more information, please call
> 800 841-2031 or 713 918-8800 or visit BMC Software on the Web at
> New Dimension Software
> New Dimension Software is a premier developer of systems management
> for complex distributed systems. 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
> Founded in 1983, the Company is based in Tel Aviv, with its North
> subsidiary's headquarters in Irvine, Calif. and regional offices
> the United States, Canada, Mexico and Australia. The Company's products
> currently licensed to over 2,350 customers in more than 40 countries.
> This news release contains both historical information and
> 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.
> results could differ materially from any expectation, estimate or
> 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
> 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 of operating results prior to the end of a quarter extremely
> uncertain; 2) competition for BMC Software's products is increasing for
> 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
> of integrating different software products and technologies and the
> 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
> 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 today to discuss the acquisition. Interested parties
> participate by calling (847) 413-2900. You may also access the
conference > call over the Internet through Vcall at http://www/vcall.com.
> the live call, please go to the web site at least fifteen minutes early
to > register, download, 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
> New Dimension and the New Dimension logo are registered trademarks or
> trademarks of New Dimension, Software, Inc. in the USA and in other
> 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. ? and (tm) indicate USA registration or USA trademark.
> Other logos and product/trade names mentioned are registered trademarks
> trademarks of their respective companies. BMC Software, New Dimensioncustomer@...
> Software and Boole & Babbage are Equal Opportunity Employers.
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