Sun Microsystems to Strengthen Its Position in the Business
Integration Market With Agreement to Acquire SeeBeyond for $387
Million in Cash Transaction Would Join Sun's Java(TM) Enterprise
System and Solaris(TM) Operating System With SeeBeyond Offerings
SANTA CLARA, Calif. and MONROVIA, Calif., June 28
/PRNewswire-FirstCall/ -- Sun Microsystems, Inc. (NASDAQ:SUNW) and
SeeBeyond Technology Corporation (NASDAQ:SBYN) today announced that
they have entered into a definitive agreement for Sun to acquire
SeeBeyond. The acquisition of SeeBeyond, a leader in enterprise
integration, with trailing 12 month revenues of approximately $167
million and 2,000 customers worldwide, will allow Sun to create
what it believes will be the industry's most complete offering for
the development, deployment and management of enterprise
applications and Service Oriented Architectures (SOA). Under the
terms of the agreement approved by both boards of directors,
SeeBeyond stockholders will receive $4.25 per share in cash for
each SeeBeyond share for an aggregate value of approximately $387
million, including the assumption of employee stock options.
"Building on the exciting news unveiled yesterday at JavaOne(SM),
today's announcement reinforces our vision for the future of the
Java platform," said Scott McNealy, chairman and chief executive
officer, Sun Microsystems, Inc. "Sun is well positioned to partner
with systems integrators worldwide in serving the global market.
Both they and our mutual customers are increasingly focused not
only on the world of web services, but the secure integration of
those business processes through service oriented architectures
(SOA). This acquisition strengthens our software portfolio and
opens new growth and partnering opportunities worldwide." McNealy
continued, "Our recent acquisition activity reinforces our strategy
to be a consolidator of innovations in the IT industry and
underscores our commitment to heterogeneity. The next wave is about
the integration of business systems and today's acquisition of
SeeBeyond signifies an early and forceful move to establish a
leadership position in this space. Together, we will be able to
deliver what other vendors only have in their vision papers -- an
ideal platform for business and systems integrators to build the
next generation applications of the future." "Since last year, we
have actively worked with Sun on joint SOA-based architectural and
vertical solutions," said Jim Demetriades, founder and chief
executive officer, SeeBeyond. "The results of these efforts are
already being seen through work with joint customers such as Blue
Cross Blue Shield of Massachusetts, which is actively leveraging
our technologies to drive dynamic cost savings and process
improvement." "This transaction will combine the leader in Java and
web services with a leader in integration, bringing to market what
we believe to be the most comprehensive and productive application
development platform suite available today," adds Demetriades. Sun
continues to integrate more services into its software portfolio.
The Solaris(TM) Operating System, which ships with all Sun software
suites, is the foundation of this integrated set of services --
called the Java Enterprise System. The Java Enterprise System
includes: Sun Java System Application Platform Suite, Sun Java
System Communication Suite, Sun Java System Identity Management
Suite, Sun Java System Availability Suite and Sun Java System Web
Infrastructure Suite. The products, services and solutions
currently offered by Sun and SeeBeyond are complementary with
little overlap. SeeBeyond's Integrated Composite Application
Network (ICAN) Suite is a highly-integrated suite, bringing
back-office integration, B2B integration, ETL Master Data
Management, Business Process Management, Workflow, Business
Activity Monitoring, Application Adapters, and a suite of graphical
development tools for composite application creation based on web
services. With SeeBeyond, Sun will extend the Java Enterprise
System platform with a sixth suite, the Sun Java System Integration
Suite. When combined with the most advanced operating system on the
planet, Solaris 10, this new suite will make the Java Enterprise
System an even more attractive environment for businesses and
system integrators to build next-generation customer solutions. The
two companies established a go-to-market partnership in October
2004 to integrate these product lines in order to deliver a more
powerful environment for customers. The combination of Sun's Java
Enterprise System and SeeBeyond's ICAN suite will result in a
highly integrated and productive environment for the development of
SOA-based enterprise applications. Following completion of the
proposed transaction, which is expected to occur in early Fall
2005, SeeBeyond will be integrated with Sun. In the interim, a
joint team with representatives of both companies will develop
integration plans that build upon the technological, product and
cultural synergies as well as the best business and product
development practices of both companies. Completion of the
transaction is subject to regulatory approval, SeeBeyond
shareholder approval and other customary closing conditions. The
management teams of both companies will host a financial analyst
and investor conference call today at 5:15 am PDT. The call can be
accessed at 888-692-0418 (U.S.) or 706-643-7750 (outside U.S.) with
conference call ID #7453321. The conference call will also be
webcast at http://www.sun.com/investors . For those unable to
listen to the live conference call, a telephone replay will be
available at 800-642-1687 (U.S.) or 706-645-9291 (outside U.S.).
The telephone replay will be available beginning June 28, 2005 at
7:00 a.m. PDT through July 5, 2005 at 9:00 p.m. PDT. Safe Harbor
This press release contains forward-looking statements that involve
risks and uncertainties. These forward-looking statements include
statements regarding the strengthening of Sun's position in the
enterprise application platform and SOA markets as a result of the
acquisition, the expected growth of these markets, the anticipated
product and services that Sun expects to offer its customers as a
result of the acquisition, and the expected timing for closing the
acquisition in early Fall 2005. Such statements are just
predictions and involve risks and uncertainties such that actual
results and performance may differ materially. Factors that might
cause such a difference include the failure to (1) receive
regulatory approval and approval from SeeBeyond's stockholders for
the acquisition, (2) successfully integrate SeeBeyond, its products
and its employees into Sun and achieve expected synergies, (3)
compete successfully in the highly competitive and rapidly changing
marketplace for enterprise application platform and SOA products
and services, and (4) retain SeeBeyond's key employees. These and
other risks are detailed from time to time in Sun's periodic
reports that are filed with the Securities and Exchange Commission,
including Sun's annual report on Form 10-K for the fiscal year
ended June 30, 2004 and its quarterly reports on Form 10-Q for the
fiscal quarters ended September 26, 2004, December 26, 2004 and
March 27, 2005. Additional Information and Where to Find It
SeeBeyond has agreed to file a proxy statement in connection with
the proposed acquisition. The proxy statement will be mailed to the
stockholders of SeeBeyond. SeeBeyond's stockholders are urged to
read the proxy statement and other relevant materials when they
become available because they will contain important information
about the acquisition and SeeBeyond. Investors and security holders
may obtain free copies of these documents (when they are available)
and other documents filed with the Securities and Exchange
Commission (the "SEC") at the SEC's web site at
http://www.sec.gov/. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by
SeeBeyond by going to SeeBeyond's Investor Relations page on its
corporate website at http://www.seebeyond.com/. In addition,
SeeBeyond and its officers and directors may be deemed to be
participants in the solicitation of proxies from SeeBeyond's
stockholders with respect to the acquisition. A description of any
interests that SeeBeyond's officers and directors have in the
acquisition will be available in the proxy statement. In addition,
Sun may be deemed to be participating in the solicitation of
proxies from SeeBeyond's stockholders in favor of the approval of
the acquisition. Information concerning Sun's directors and
executive officers is set forth in Sun's proxy statement for its
2004 annual meeting of stockholders, which was filed with the SEC
on September 22, 2004, and annual report on Form 10-K filed with
the SEC on September 13, 2004. These documents are available free
of charge at the SEC's web site at http://www.sec.gov/ or by going
to Sun's Investor Relations page on its corporate website at
http://www.sun.com/. About SeeBeyond With more than 15 years of
software innovation and real-world experience in integrating
systems across Global 2000 organizations, SeeBeyond delivers the
industry's first integrated composite application network built on
a comprehensive integration platform. The SeeBeyond(R) Integrated
Composite Application Network Suite(TM) helps organizations rapidly
assemble and deploy enterprise-scale end-user applications built on
existing systems and infrastructure to dramatically improve
business operations. SeeBeyond has more than 2,000 customers
worldwide, including Blue Cross Blue Shield of Massachusetts, BHP
Billiton, The Cleveland Clinic, The Dial Corporation, DuPont,
Florida Power & Light, Fluor Daniel, Fujitsu, General Motors,
Halliburton, Hertz Corporation, HP, Lockheed Martin, Pfizer,
Samsung, Sprint and Sutter Health. For more information, please
visit http://www.seebeyond.com/. About Sun Microsystems, Inc. A
singular vision -- "The Network Is The Computer"(TM) -- guides Sun
in the development of technologies that power the world's most
important markets. Sun's philosophy of sharing innovation and
building communities is at the forefront of the next wave of
computing: the Participation Age. Sun can be found in more than 100
countries and on the Web at sun.com. NOTE: Sun, Sun Microsystems,
the Sun logo, Solaris, Java, and The Network Is The Computer are
trademarks or registered trademarks of Sun Microsystems, Inc. in
the United States and other countries. SeeBeyond is a registered
trademark of SeeBeyond Technology Corporation in the United States
and select foreign countries. SeeBeyond Integrated Composite
Application Network Suite is a trademark of SeeBeyond Technology
Corporation. The absence of a trademark from this list does not
constitute a waiver of SeeBeyond Technology Corporation's
intellectual property rights concerning that trademark. All other
brands or product names are trademarks of their respective owners.
Contact: media, Stephanie Von Allmen, +1-650-786-8589, or , or
industry analysts, Joanne Masters, +1-703-623-4776, or , or
investors, Jeff Boldt, +1-650-786-0333, or , all of Sun; or media
or industry analysts, Kristi Rawlinson, +1-214-373-1519, or , or
investors, Andrea Williams, +1-415-874-3053, or , both of
SeeBeyond. DATASOURCE: Sun Microsystems, Inc. CONTACT: media,
Stephanie Von Allmen, +1-650-786-8589, or , or industry analysts,
Joanne Masters, +1-703-623-4776, or , or investors, Jeff Boldt,
+1-650-786-0333, or , all of Sun; or media or industry analysts,
Kristi Rawlinson, +1-214-373-1519, or , or investors, Andrea
Williams, +1-415-874-3053, or , both of SeeBeyond Web site:
http://sun.com/ Web site: http://www.seebeyond.com/
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