- 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 firstname.lastname@example.org, 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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