CA to Acquire Concord Communications * All-Cash Transaction Valued
at $17 Per Share or Approximately $330 Million ISLANDIA, N.Y. and
MARLBORO, Mass., April 7 /PRNewswire-FirstCall/ -- Computer
Associates International, Inc. (NYSE:CA) and Concord
Communications, Inc. (NASDAQ:CCRD) today announced they have signed
a definitive agreement for CA to acquire Concord, a leading
provider of network service management software solutions, in an
all-cash transaction valued at $17 per fully diluted common share,
or approximately $330 million. CA will also assume approximately
$20 million in net debt from Concord for a total purchase price of
$350 million. The acquisition, which is subject to customary
regulatory approvals and the approval of Concord's shareholders,
extends CA's leadership in the global enterprise management market.
Concord's eHealth technology, which provides proactive network
performance management and predictive capacity planning, has been
widely embraced by telecommunications companies, service providers
and enterprises around the world. In addition, Concord's service
management offering provides complete management of leading-edge
technologies, including VoIP (Voice over IP) and wireless mobile
networks, strategically placing its solutions in the emerging
high-growth network services market. "With CA's acquisition of
Concord, we can provide our mutual customers with the broadest and
deepest enterprise systems management offerings in the industry,"
said CA President and CEO John Swainson. "This strategic
combination significantly advances CA's position in the high-growth
network and systems management marketplace, and, with the
integration of our Unicenter solutions, will extend CA's overall
leadership in systems management." Concord recently acquired
Aprisma Management Technologies, Inc. and its SPECTRUM Business
Service Intelligence software, which manages the availability of IT
infrastructures and the business services that rely on them.
SPECTRUM's sophisticated service modeling and patented technology
in the areas of root cause analysis, relationship mapping, impact
analysis, topology discovery, and condition correlation will be of
significant value to CA customers as part of the company's
Unicenter solutions portfolio. "This strategic acquisition is
expected to be a big win for Concord's customers," said Concord
Chairman, President and CEO Jack Blaeser. "The integration of these
two companies' people and technology -- Concord's market- leading
intelligent software solutions that proactively manage business
services, with CA's Unicenter suite of management products -- will
create a powerful and unique resource to address the evolving
challenges of organizations that depend on the reliable, efficient
operation of highly complex IT environments." The acquisition is
expected to be completed within three to four months, pending
regulatory approval and the approval of Concord's shareholders. The
acquisition is expected to be neutral in fiscal 2006 and slightly
accretive in fiscal 2007. Concord's operations will be integrated
into CA's newly created Enterprise Systems Management Business
Unit, headed by Senior Vice President and General Manager Alan
Nugent. Combined with Unicenter, CA's best-in-class enterprise
systems management offering, these technologies will provide CA and
Concord customers with the broadest and deepest solutions to manage
their IT infrastructure. It is anticipated that the vast majority
of Concord's approximately 640 employees will remain with CA after
the completion of the transaction. Conference Call CA will hold a
conference call to discuss the strategic acquisition at 9:30 a.m.
EDT today. Investors and the media can access the call via webcast
at http://ca.com/invest, or by calling (706) 679-5227. (Logo:
http://www.newscom.com/cgi-bin/prnh/20021111/CALOGO ) About CA
Computer Associates International, Inc. (NYSE:CA), one of the
world's largest management software companies, delivers software
and services across operations, security, storage, life cycle and
service management to optimize the performance, reliability and
efficiency of enterprise IT environments. Founded in 1976, CA is
headquartered in Islandia, N.Y. and serves customers in more than
140 countries. For more information, please visit http://ca.com/.
About Concord Communications, Inc. Concord Communications, Inc.
(NASDAQ:CCRD) is a global provider of Business Service Management
(BSM) software that reduces IT downtime, improves capacity
planning, and optimizes service level management -- thereby
enabling customers to increase revenue and productivity. Built on
more than 100 technology patents, Concord's family of world-class
solutions addresses the needs of enterprise customers across 17
vertical markets, managed service providers, and both wireless and
wireline telecommunications carriers. These solutions enable
organizations of all sizes to map IT services to business needs,
measure the actual end-user experience, and manage voice or data
applications, systems, and networks. More than 7,500 customers
worldwide use Concord's software, including 23 of the world's 24
largest service providers, 14 of the world's 20 largest banks, and
11 of the world's 20 largest insurance companies. Founded in 1986
and headquartered in Marlboro, Massachusetts, USA, Concord
maintains offices around the globe and can be found on the web at
http://www.concord.com/. Cautionary Statement Regarding
Forward-Looking Statements Certain statements in this press release
regarding the proposed transaction between CA and Concord, the
expected timetable for completing the transaction, future financial
and operating results, benefits and synergies of the transaction,
future opportunities for the combined company and products and any
other statements regarding CA's or Concord's future expectations,
beliefs, goals or prospects constitute forward-looking statements
made within the meaning of Section 21E of the Securities Exchange
Act of 1934. Any statements that are not statements of historical
fact (including statements containing the words "believes,"
"plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered forward-looking statements.
A number of important factors could cause actual results or events
to differ materially from those indicated by such forward-looking
statements, including the parties' ability to consummate the
transaction; the conditions to the completion of the transaction
may not be satisfied, or the regulatory approvals required for the
transaction may not be obtained on the terms expected or on the
anticipated schedule; and the parties' ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the merger; the possibility that the parties may be unable to
achieve expected synergies and operating efficiencies in the merger
within the expected time-frames or at all and to successfully
integrate Concord's operations into those of CA; such integration
may be more difficult, time- consuming or costly than expected;
revenues following the transaction may be lower than expected;
operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than
expected following the transaction; the retention of certain key
employees at Concord; the CA deferred prosecution agreement with
the United States Attorney's Office of the Eastern District,
including that CA could be charged with criminal offenses if it
violates this agreement; the agreement that CA entered into with
the Securities and Exchange Commission ("SEC"), including that CA
may be subject to substantial civil penalties and fines if it
violates this agreement; civil litigation arising out of the
matters that are the subject of the Department of Justice and the
Securities and Exchange Commission investigations, including
shareholder derivative litigation; CA and Concord are subject to
intense competition and increased competition is expected in the
future; risks associated with the recent loss and ongoing
replacement of key personnel; CA's products must remain compatible
with, and CA's product development is dependent upon access to,
changing operating environments; CA has a significant amount of
debt; CA's credit ratings have been downgraded and could be
downgraded further; customers are still adapting to CA's Business
Model; the failure to protect either party's intellectual property
rights may weaken its competitive position; certain software is
licensed from third parties who require, among other things, the
payment of royalties, which could affect the development and
enhancement of either party's products; CA may become dependent
upon large transactions; the market for some or all of CA' key
product areas may not grow; customer decisions are influenced by
general economic conditions; third parties may claim that either
party's products infringe their intellectual property rights;
fluctuations in foreign currencies could result in transaction
losses; acts of war and terrorism may adversely affect either
party's business; the volatility of the international marketplace;
and the other factors described in CA's Annual Report on Form 10- K
for the year ended March 31, 2004 and its most recent quarterly
report filed with the SEC, and Concord's Annual Report on Form 10-K
for the year ended December 31, 2004. CA and Concord assume no
obligation to update the information in this communication, except
as otherwise required by law. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only
as of the date hereof. Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Concord by CA. In connection
with the proposed acquisition, CA and Concord intend to file
relevant materials with the SEC, including Concord's proxy
statement on Schedule 14A. STOCKHOLDERS OF CONCORD ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING CONCORD'S
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain the documents free of charge at the SEC's web
site, http://www.sec.gov/, and Concord stockholders will receive
information at an appropriate time on how to obtain
transaction-related documents for free from Concord. Such documents
are not currently available. Participants in Solicitation CA and
its directors and executive officers, and Concord and its directors
and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of Concord common stock in
respect of the proposed transaction. Information about the
directors and executive officers of CA is set forth in the proxy
statement for CA's 2004 Annual Meeting of Stockholders, which was
filed with the SEC on July 29, 2004. Information about the
directors and executive officers of Concord is set forth in the
proxy statement for Concord's 2005 Annual Meeting of Stockholders,
which was filed with the SEC on March 31, 2005. Investors may
obtain additional information regarding the interest of such
participants by reading the proxy statement regarding the
acquisition when it becomes available. Computer Associates
International, Inc. One Computer Associates Plaza, Islandia, N.Y.
11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.
http://www.newscom.com/cgi-bin/prnh/20021111/CALOGODATASOURCE:
Computer Associates International, Inc.; Concord Communications,
Inc. CONTACT: Shannon Lapierre, Public Relations, office:
+1-631-342-3839, cell: +1-631-748-5025, , or Olivia Bellingham,
Investor Relations, office: +1-631-342-4687, , both of Computer
Associates; or Dayton Semerjian, Marketing, +1-508-486-4508, , or
Raymond Ruddy, Investor Relations, +1-508-303-4350, , both of
Concord Communications; or Denise DesChenes, , or Susan Burns, both
of Citigate Sard Verbinnen, +1-212-687-8080 Web site:
http://ca.com/ http://www.concord.com/ Company News On-Call:
http://www.prnewswire.com/comp/196575.html
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