MRN Morson Grp

RNS Number:6758X
Serena Software, Inc
15 April 2004



RNS - SERENA Software, Inc. Offer Update



Not for release, publication or distribution in or into Australia, Canada or
Japan



For immediate release
                                 15 April 2004


                        Recommended Cash and Share Offer


                                       by


                             SERENA Software, Inc.


                                     and by


                                Lehman Brothers


                                 on its behalf
                          (outside the United States)


                                      for


              the entire issued and to be issued share capital of


                                   Merant plc


Offer extended until 3.00 p.m. (London time), 10.00 a.m. (New York City time) on
                              Friday 23 April 2004


SERENA Software, Inc. ("SERENA") announces that, as at 3.00 p.m. (London time),
10.00 a.m. (New York City time) on Thursday 15 April 2004, being the first
closing date of the recommended cash and share offer (the "Offer") for Merant
plc ("Merant"), valid acceptances of the Offer had been received in respect of a
total of 62,449,391 Merant shares, representing approximately 57.9 per cent. of
the issued share capital of Merant (including valid acceptances in respect of
Merant ADSs). The Offer has been extended for a period of 5 full US business
days and will, therefore, remain open for acceptance until 3.00 p.m. (London
time), 10.00 a.m. (New York City time) on Friday 23 April 2004.  Any extensions
of the Offer will be publicly announced by 8:00 a.m. (London time) and 8:00 a.m.
(New York City time) on the business day following the date on which the Offer
was due to expire.

SERENA received irrevocable undertakings from the directors of Merant and Merant
Trustees Limited to accept the Offer in respect of a total of 7,796,877 Merant
shares representing approximately 7.2 per cent. of Merant's existing issued
share capital. Valid acceptances have been received in respect of 7,456,669 of
the shares that were subject to these irrevocable undertakings, all of which are
included in the total of valid acceptances received on 15 April 2004. Valid
acceptances in respect of 340,208 Merant shares that were the subject of
irrevocable undertakings are believed not to have been received, however, Merant
has informed SERENA that appropriate instructions to accept have been, or are
being, given.

SERENA did not hold any Merant shares before the announcement of the Offer and,
other than as disclosed above, has not acquired any Merant shares or rights over
Merant shares.

For US regulatory purposes, SERENA also announces that it reserves the right to
reduce the number of acceptances (the "Minimum Percentage") required to fulfil
the acceptance condition from 90 per cent. to any level in excess of 50 per
cent. ("Reduced Acceptance Condition") on or after Friday 23 April 2004.  Under
the UK City Code on Takeovers and Mergers, SERENA is not required to declare its
intention to reduce the Minimum Percentage and may, therefore, reduce the
Minimum Percentage without further notice. If the acceptance condition is
satisfied (whether or not the Minimum Percentage is reduced) and all other
conditions of the Offer have been satisfied, fulfilled or, to the extent
permitted, waived, the Offer may be declared wholly unconditional at that time
and withdrawal rights will terminate. Holders of Merant shares and ADSs who have
already accepted the Offer, but whose willingness to accept the Offer would be
affected by a reduction of the acceptance condition may wish to consider
withdrawing their acceptances with respect to such securities promptly.

Merant securityholders are advised that if the Acceptance Condition, (whether or
not the Minimum Percentage is reduced) is not satisfied by 3.00 p.m. (London
time), 10.00 a.m. (New York City time) on Friday 23 April 2004, SERENA might not
extend the Offer beyond 23 April 2004, in which case the Offer would lapse.
However, SERENA reserves the right to extend the Offer, should it wish to do so.

Merant securityholders who have not yet accepted the Offer and who wish to do so
are reminded to complete the appropriate acceptance procedures by no later than
3.00 p.m. (London time), 10.00 a.m. (New York City time) on Friday 23 April
2004. Merant securityholders are reminded that the registration statement on
Form S-4 in relation to the Offer has been declared effective by the SEC and
that the waiting period under the Hart-Scott-Rodino Act in relation to the Offer
has expired.



Enquiries:


SERENA Software, Inc.
Mark Woodward                 Tel: +1 (650) 522 6531
Robert Pender                 Tel: +1 (650) 522 6604

Lehman Brothers
Keith Jue                     Tel: + 1 (650) 289 6000
Eric Wagner

Chris Nicholls                Tel: + 44 (0) 20 7102 1000
James Rushton



Terms defined in the Offer Document have the same meaning in this announcement.

Lehman Brothers, which is regulated in the UK by the Financial Services
Authority, is acting for SERENA in connection with the Offer and no one else and
will not be responsible to anyone other than SERENA for providing the
protections afforded to customers of Lehman Brothers, nor for providing advice
in relation to the Offer.

The SERENA Directors accept responsibility for the information contained in this
announcement which relates to the SERENA Group and the SERENA Directors.  To the
best of the knowledge and belief of the SERENA Directors (who have taken all
reasonable care to ensure that such is the case) such information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

This announcement does not constitute an offer or an invitation to purchase nor
a solicitation of an offer or an invitation to sell any securities.  The
availability of the Offer to persons not resident in the United Kingdom or the
United States may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom or the United States, or who
are subject to the laws of any jurisdiction other than the United Kingdom or the
United States, should inform themselves about, and observe any applicable
requirements.

The Offer is not being made, directly or indirectly, in or into Australia,
Canada or Japan and will not be capable of acceptance in or from Australia,
Canada or Japan.  Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise distributed or sent in or into Australia,
Canada or Japan.  Custodians, nominees and trustees should observe these
restrictions and should not send or distribute this announcement in or into
Australia, Canada or Japan.

SERENA has filed a Registration Statement on Form S-4 relating to the Offer.
SERENA has also filed a Tender Offer Statement and other related documentation
and Merant has filed a Solicitation/Recommendation Statement with the SEC.  Free
copies of these documents are available on the SEC's web site at www.sec.gov.
The Registration Statement and the Tender Offer Statement may also be obtained
at no charge from SERENA at 2755 Campus Drive, 3rd Floor, San Mateo, CA
94403-2538, USA and the Solicitation/Recommendation Statement may be obtained at
no charge from Merant at 3445 NW 211th Terrace, Hillsboro, OR 97124, USA.
Merant Securityholders are urged to read the Registration Statement, Tender
Offer Statement, the Solicitation/Recommendation Statement and the related
documentation as they contain important information.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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