Software AG

  • WKN: A2GS40
  • ISIN: DE000A2GS401
  • Land: Germany

Nachricht vom 05.04.2007 | 12:39

Software AG: Software AG to Acquire webMethods, Inc.


Software AG / Acquisition/Letter of Intent

Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
----------------------------------------------------------------------

Software AG to Acquire webMethods, Inc. 
Darmstadt, Germany - April 5, 2007 – Software AG (TecDAX, ISIN DE
0003304002 / SOW) and webMethods (NASDAQ: WEBM) 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.
webMethods is a leading business integration and optimization software
company. It reported revenue of $208 million in fiscal 2006. Software AG
would add this to its fast growing business line Crossvision (fiscal 2006
revenue €108 million/ $134 million) which offers a comprehensive SOA suite
with SOA Governance and Legacy Modernization capabilities. The combination
is expected to enhance Software AG’s competitive position with a leading
product portfolio in the SOA market and to improve its position in the US
market.
Software AG expects this transaction to be strongly accretive to Software
AG’s operating earnings from 2008 onwards.
The transaction has been approved by the Supervisory Board of Software AG.
webMethods’s Board of Directors also approved the transaction and will
recommend that its shareholders accept the offer. The transaction is
subject to regulatory approvals and other customary closing conditions, and
is expected to close by the end of the first half of 2007.
Software AG expects to fund the $546 million acquisition through its
existing cash resources as well as debt financing. Given the complementary
nature of Software AG’s and webMethods’ businesses, Software AG expects to
recognize synergies through both revenue enhancement and cost savings.

International 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.This
call is open to journalists. 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 www.softwareag.com and
www.webmethods.com, with a replay available for those unable to attend the
live session.

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 €483 million (unaudited) in 2006. 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.

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 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
tender.info@morrowco.com, 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.


Otmar F. Winzig
Vice President Investor  Relations
Phone +49 (0) 6151 92-1699   Fax +49 (0) 6151 92-1191
Norbert Eder 
Vice President Corporate Communications
Phone +49 (0) 6151 92-1146   Fax +49 (0) 6151 92-1444



DGAP 05.04.2007 
----------------------------------------------------------------------
 
Language:     English
Issuer:       Software AG
              Uhlandstraße 12
              64297 Darmstadt Deutschland
Phone:        +49 (0)6151 92-1938
Fax:          +49 (0)6151 92-1933
E-mail:       Investor.Relations@softwareag.com
www:          www.softwareag.com
ISIN:         DE0003304002
WKN:          330400
Indices:      TecDAX
Listed:       Amtlicher Markt in Frankfurt (Prime Standard); Freiverkehr in
              Berlin-Bremen, Düsseldorf, Hamburg, München, Stuttgart
 
End of News                                     DGAP News-Service
 

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