Serena Successfully Acquires Controlling Interest of Merant, Assuring Completion of Acquisition; Serena Receives Over 90% Acceptances for Merant Acquisition
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SAN MATEO, Calif.--(BUSINESS WIRE)--April 29, 2004--SERENA
Software, Inc. (Nasdaq:SRNA), an industry-leading supplier of software
that automates change to enterprise applications, today announced that
after successfully acquiring controlling interest in Merant on April
26, completion of the acquisition is now assured. The company has
received valid acceptances in respect of over 90 percent of Merant's
issued share capital, and therefore, the Offer will close in 14 days
time at 10:00 a.m. (New York City time) on May 13, 2004. After closure
of the Offer Serena will implement its rights under Sections 428 to
430F of the Companies Act 1985 to acquire compulsorily any outstanding
Merant shares and Merant ADS's to which the Offer relates.
"Even though we are only a few weeks into the integration process,
the substantial benefits we will achieve from consolidating and
integrating our respective business infrastructure and processes are
already evident," said Mark Woodward, President and Chief executive
Officer (CEO), SERENA Software, Inc. "The merging of our complementary
products, technologies and cultures is clearly a win-win for our
shareholders, customers, partners and employees. We are excited about,
and ready to take advantage of, the many market opportunities this
acquisition presents."
The Merant acquisition extends Serena's leadership position in
mainframe software configuration management to distributed platforms,
managing change throughout the application life cycle. The combined
company's installed base of over 15,000 customers provides Serena with
distribution leverage to cross-sell products, expand into new
geographies and create new opportunities for channel development. The
acquisition also helps Serena significantly extend and accelerate
Serena Application Framework for Enterprises (SAFE(TM)) - the
company's innovative strategy for enabling cross-process integration
across the enterprise.
"This acquisition combines two veterans of the software
configuration management marketplace that share a strong focus on
enterprise change management, and that offer complementary strengths
in several areas," said Melissa Webster, Research Director at IDC.
"Serena has managed past acquisitions well. This acquisition fits well
with Serena's SAFE strategy, and makes Serena a leader in both the
mainframe and distributed segments of the market."
Since the closing of the initial period of its offer to acquire
Merant, Serena has worked to successfully integrate the two companies
and lay the groundwork for an even more promising future as a combined
entity. As a result of this process, the company has defined its new
product portfolio. All of the products separately offered by the two
companies will continue to be sold and supported by the newly combined
company and are defined in six product families: Serena(R)
Dimensions(TM), Serena ChangeMan(R), Serena Professional(TM), Serena
TeamTrack(R), Serena Collage(R) and Serena StarTool(R).
Merging the technology strengths of each company - particularly
Serena on the mainframe and Merant on distributed platforms enables
Serena to deliver the broadest possible range of change management
solutions and to compete more aggressively in the growing Application
Life-Cycle Management (ALM) market. Over the next several weeks,
Serena will focus on integrating these products under the SAFE
framework to provide customers with more capabilities and greater
value.
About Serena
SERENA Software, Inc. is the Enterprise Change Management (ECM)
industry leader. For over twenty years Serena has focused exclusively
on providing solutions that help companies automate change to the
applications that run their businesses. With its acquisition of
Merant, Serena's products are now in use at over 15,000 customer sites
- including 48 out of the Fortune 50. Serena's Application Framework
for Enterprises (SAFE(TM)) is the next step in ECM, providing
cross-platform, cross-process and cross-organizational support across
application life cycle processes. This approach helps streamline
development, improve productivity and lower development costs,
resulting in a highly efficient enterprise. With headquarters in San
Mateo, California, Serena serves customers worldwide through local
offices and an international network of distributors. www.serena.com.
Serena, ChangeMan, TeamTrack, StarTool and Collage are registered
trademarks of SERENA Software, Inc. SAFE, Dimensions and Professional
are trademarks of SERENA Software, Inc. All other products or company
names are used for identification purposes only, and may be trademarks
of their respective owners.
Copyright (C) 2004 SERENA Software, Inc. All Rights Reserved
This press release contains "forward-looking statements" under the
Private Securities Reform Act of 1995. There can be no assurance that
future results will be achieved, and actual results could differ
materially from forecasts and estimates. Factors that could cause or
contribute to such differences include, but are not limited to,
successful integration of our recent acquisition; our reliance on our
mainframe products for revenue; the percentage of license revenue
typically closed at the end of each quarter making estimation of
operating results prior to the end of the quarter extremely uncertain;
weak economic conditions worldwide which may continue to affect the
overall demand for software and services, which has resulted in and
could continue to result in decreased revenues or lower revenue growth
rates; changes in revenue mix and seasonality; our ability to deliver
our products on the distributed systems platform; dependence on
revenues from our installed base; continued demand for additional
mainframe MIPS capacity; expansion of our international
organizations; and our ability to manage our growth. Information about
potential factors that could affect the Company's financial results is
included in the Company's Form 10K filed on April 15, 2004. Serena
assumes no obligation to update the forward-looking information
contained in this press release.
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.
