Software AG to Acquire webMethods, Inc.
April 05 2007 - 7:44AM
PR Newswire (US)
Establishes Leadership in High Growth SOA / BPM Market DARMSTADT,
Germany and FAIRFAX, Va., April 5 /PRNewswire-FirstCall/ --
Software AG (TecDAX, ISIN DE 0003304002 / SOW), Europe's largest
systems software and Service-Oriented Architecture (SOA) provider,
and webMethods, Inc. (NASDAQ:WEBM), a leading business integration
and optimization software company, today announced that they have
entered into a definitive agreement for Software AG to acquire
webMethods in a cash tender offer for $9.15 per share or
approximately $546 million. This transaction will significantly
strengthen the combined company's leadership in the fast-growing
SOA and Business Process Management (BPM) markets. Together, the
companies bring an expanded product portfolio to a global customer
base of over 4,000 organizations and 100 partners in complementary
geographies around the globe. Specifically, Software AG will more
than double its customer base in North America. This combination
also brings complementary industry strengths and minimal customer
overlap, providing immediate and mutual access to additional
customer segments, particularly in financial services,
manufacturing and the public sector. This acquisition builds on the
strong reputations and market positions of both companies and is a
major step in Software AG's recently announced plans to more than
double its revenue to EUR 1 billion (USD $1.3 billion). The
acquisition will create an industry-leading SOA and BPM product
portfolio with unmatched depth and breadth. The portfolio spans SOA
Governance & Enablement, BPM and Business Activity Monitoring,
Application Integration and Legacy Modernization capabilities.
"This acquisition clearly positions Software AG as one of the
global leaders in SOA and BPM. Combining our product portfolio and
sales team with those of webMethods gives us a major foothold in
the critical North American market," said Karl-Heinz Streibich, CEO
of Software AG. "webMethods' Fabric product family combined with
Software AG's Crossvision SOA suite will provide an end-to-end SOA
solution that allows our combined client base to more effectively
create, manage and govern their business processes. Together we
will be creating truly advanced SOA solutions. We look forward to
working with webMethods' talented team of professionals throughout
their organization." "By joining forces with Software AG, we're
able to fully capitalize on the highly differentiated and market
leading position that we've established for our products within the
business integration, SOA and BPM markets. Customers will benefit
significantly from the greatly expanded product and service
portfolio that we will be able to offer them. This combination will
provide additional opportunities through our shared partner
network, our combined geographical strengths and our complementary
business models," said David Mitchell, president and CEO,
webMethods, Inc. Given the complementary nature of Software AG's
and webMethods' businesses, Software AG expects to recognize
synergies through both revenue enhancement and cost savings. "We
expect this transaction to be strongly accretive to Software AG's
operating earnings from 2008 onwards," said Software AG's CFO Arnd
Zinnhardt. "Software AG looks forward to bringing our demonstrated
track-record for growth and profitability to the combined company."
The transaction has been approved by the Supervisory Board of
Software AG. webMethods' Board of Directors has also approved the
transaction and will recommend that their shareholders accept the
offer. The transaction is subject to customary closing conditions,
including regulatory approvals, and is expected to close during the
second quarter of 2007. Arma Partners LLP acted as financial
advisor to Software AG, and Bear Stearns & Co., Inc. served as
financial advisor to webMethods and provided a fairness opinion to
webMethods' Board of Directors. Davis Polk & Wardwell acted as
legal advisor to Software AG and Morrison & Foerster, LLP acted
as legal advisor to webMethods. Conference Call/Webcast Information
There will be an analyst and investor conference call conducted by
both management teams to discuss the transaction today at 9 a.m.
Eastern. To participate in the conference call, US callers can dial
(877) 296-2302 and callers outside of the US can dial +1(706)
634-9628, passcode 4886198. A replay will be available until April
12, 2007 at 11:59 p.m. ET for US callers at (800) 642-1687 or
+1(706) 645-9291 for callers outside of the US, pass code 4886198.
A live web cast of the conference call will also be available at
http://www.softwareag.com/ and http://www.webmethods.com/, with a
replay available for those unable to attend the live session.
Software AG | UhlandstraBe 12 | 64297 Darmstadt | Germany About
Software AG Software technology to increase the value of enterprise
IT systems. Software AG is a global leader in mission-critical
software infrastructure solutions based on open standards. At the
forefront of advanced Service- Oriented Architecture (SOA),
Software AG enables customers to create powerful enterprise
applications - especially in heterogeneous IT environments.
Software AG's products Adabas, Crossvision, Natural and Tamino help
more than 3,000 customers uncover the full potential of their IT
and add value to existing systems. With technology from Software
AG, enterprises can: create flexible business applications and
processes; extend the value and life of core systems; manage data
effectively across the enterprise; and control and govern their
Service-Oriented Architecture. Software AG has more than 35 years
of global IT experience and over 2,600 employees serving customers
in 70 countries. The company is headquartered in Germany and listed
on the Frankfurt Stock Exchange (TecDAX, ISIN DE 0003304002 / SOW).
Software AG posted total revenues of EUR 483 million (unaudited) in
2006. http://www.softwareag.com/ About webMethods webMethods
(NASDAQ:WEBM) provides business integration software to integrate,
assemble and optimize available IT assets to drive business process
productivity. webMethods delivers an innovative, enterprise-class
business integration platform that incorporates proven integration
technology with next generation capabilities into one interoperable
set of tools that delivers a unique combination of efficiency,
agility and control. webMethods combines industry leadership with a
zealous commitment to customers to deliver tangible business value
to more than 1,500 global customers. webMethods is headquartered in
Fairfax, Va., with offices throughout the U.S., Europe, Asia
Pacific and Japan. Contact for Software AG: Paul Hughes Director
Media Relations Phone +49 (0) 6151 92-1787 Fax +49 (0) 6151 92-1191
US: Scot Hoffman Financial Dynamics Phone (212) 850-5617 Fax (212)
850-5790 Norbert Eder Vice President Corporate Communications Phone
+49 (0) 6151 92-1146 Fax +49 (0) 6151 92-1444 US: Gerda Yearwood
Senior Director Market Development Phone (703) 391-8295 Contact for
webMethods: John Conley Director of Public Relations Phone (703)
460-5996 Important Information The tender offer for the outstanding
shares of common stock of webMethods has not yet commenced. No
statement in this announcement is an offer to purchase or a
solicitation of an offer to sell securities. Investors and security
holders are urged to read both the tender offer statement and the
solicitation/recommendation statement regarding the tender offer
referred to in this press release when they become available
because they will contain important information. The tender offer
statement will be filed by Software AG with the U.S. Securities
Exchange Commission ("SEC"). A solicitation/recommendation
statement with respect to the tender offer will be filed by
webMethods with the SEC. Investors and security holders will be
able to obtain a copy of these statements free of charge at the
website maintained by the SEC at http://www.sec.gov/. In addition,
the tender offer statement and other documents filed with the SEC
by Software AG will be available free of charge by contacting
Morrow & Co., the information agent for the tender offer, toll
free at (800) 662-5200 or by e-mail at , and the
solicitation/recommendation statement and other documents filed
with the SEC by webMethods will be available free of charge by
contacting webMethods Investor Relations at (703) 460-5822.
Forward-Looking Statements This press release and the conference
call announced in it contain forward-looking statements that
involve risks, uncertainties and assumptions. If such risks or
uncertainties materialize or such assumptions prove incorrect,
actual results could differ materially from those expressed or
implied by such forward-looking statements and assumptions. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including the
anticipated timing of filings and approvals relating to the
transaction; the expected timing of the completion of the
transaction; the expected benefits and costs of the transaction;
management plans relating to the transaction; the ability to
complete the transaction considering the various closing
conditions, including those conditions related to antitrust
regulations; any projections of earnings, revenues, synergies,
accretion, margins or other financial items; any statements of the
plans, strategies and objectives of management for future
operations, including the execution of integration plans; any
statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Risks, uncertainties
and assumptions include risks related to the timing or ultimate
completion of the transaction; the possibility that expected
benefits may not materialize as expected; that, prior to the
completion of the transaction, webMethod's business may not perform
as expected due to uncertainty; that the parties are unable to
successfully implement integration strategies; and other risks and
uncertainties that are beyond the control of Software AG and
webMethods. Software AG and webMethods disclaim any obligation to
update or correct any forward-looking statements made herein due to
the occurrence of events after the issuance of this press release.
DATASOURCE: Software AG; webMethods, Inc. CONTACT: for Software AG:
Paul Hughes, , Director Media Relations, +49 (0) 6151 92-1787, or
Fax, +49 (0) 6151 92-1191, or US: Scot Hoffman, , Financial
Dynamics, +1-212-850-5617, or Fax +1-212-850-5790, or Norbert Eder,
, Vice President Corporate Communications, +49 (0) 6151 92-1146, or
Fax +49 (0) 6151 92-1444, or US: Gerda Yearwood, , Senior Director
Market Development, +1-703-391-8295; for webMethods: John Conley, ,
Director of Public Relations, +1-703-460-5996 Web site:
http://www.softwareag.com/ http://www.webmethods.com/
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