Borland Receives Hart-Scott-Rodino Clearance on Segue Acquisition; Segue Sets April 19 for Stockholder Vote on Proposed Transac
21 Marzo 2006 - 7:00AM
Business Wire
Borland Software Corporation (NASDAQ:BORL) and Segue Software, Inc.
(NASDAQ:SEGU) today announced that they had received early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 in connection with Borland's
pending acquisition of Segue. As previously announced, Borland and
Segue have entered into a definitive merger agreement in which
Borland would acquire Segue in a one-step merger transaction for
$8.67 per share in cash. Borland and Segue also announced that
Segue has set April 19, 2006 as the date for the Special Meeting of
Segue stockholders to vote on the proposed transaction. Segue has
mailed its definitive proxy materials to stockholders of record
dated March 9, 2006. The closing of the acquisition is conditioned
upon Segue stockholder approval. Upon approval, the companies
anticipate the closing would occur and the transaction would become
final prior to the end of April 2006, subject to satisfaction or
waiver of all other conditions to closing. Borland and Segue Team
on Lifecycle Quality Management Segue Software, headquartered in
Lexington, Mass., is an expert in delivering solutions to define,
measure, manage and improve software quality throughout the entire
application lifecycle. Upon completion of this acquisition, Segue
will bring to Borland its comprehensive line of quality
optimization and performance management products, a global team
with deep understanding of the quality and testing space, and a
significant customer base representing a wide range of industries
and Fortune 500 companies. Segue's software quality optimization
solutions and industry expertise will further extend Borland's
leadership in the ALM space, complementing Borland's existing
product set and worldwide service offerings. Segue's
state-of-the-art Silk product line will also play a central role in
Borland's upcoming Lifecycle Quality Management Solution, which
looks to infuse quality throughout the lifecycle, addressing the
root cause of quality problems versus reacting to symptoms later in
the process when they are more costly. Segue's technology will also
be a key element of future versions of Borland's integrated ALM
platform. About Borland Founded in 1983, Borland Software
Corporation (NASDAQ:BORL) is the global leader in Software Delivery
Optimization. The company provides the software and services that
align the people, processes and technology required to maximize the
business value of software. To learn more about delivering quality
software, on time and within budget, visit: www.borland.com. About
Segue Software Segue Software, Inc. (NASDAQ:SEGU) is a global
expert in delivering solutions to define, measure, manage and
improve software quality throughout the entire software application
lifecycle. Segue's Software Quality Optimization(TM) (SQO(TM))
solutions help companies reduce business risk, ensure the
deployment of high quality software and increase return on
investment. Leading businesses around the world, including many of
the Fortune 500, rely on Segue's innovative Silk family of products
to protect their business service levels, competitive edge and
brand reputation. Headquartered in Lexington, Mass., with offices
across North America, Europe and Asia, Segue can be reached at
781-402-1000 or http://www.segue.com. Safe Harbor Statement This
release contains "forward-looking statements" as defined under the
Federal Securities Laws, including the Private Securities
Litigation Reform Act of 1995 and is subject to the safe harbors
created by such laws. All statements that are not historical are
forward-looking. Such forward-looking statements include statements
regarding the strategic focus of the combined company, near-term
and long-term outlook, benefits and synergies of the proposed
combination, and future product offerings by the combined company.
Actual results could differ materially from those contained in the
forward-looking statements and are based on current expectations
that involve a number of risks and uncertainties, including, but
not limited to, the receipt and timing of regulatory approvals for
the proposed acquisition; the possibility that the acquisition will
not close; the reaction of customers to the acquisition; the
reaction by competitors to the proposed acquisition and the
potential for increased pricing pressure by such competitors;
Borland's ability to successfully integrate Segue's operations and
employees; costs associated with the acquisition and Borland's
ability to manage its expenses following the closing; Borland's
reduced cash position following the acquisition; diversion of
management attention from other business concerns due to the
proposed transaction; undisclosed or unanticipated liabilities and
risks resulting from the proposed transaction; our ability to sell
multi-product solutions for the application development lifecycle;
the effects of a longer sales cycle as we increase our focus on
larger enterprise customers; market acceptance and adoption of our
products and services including our enterprise software development
solutions; our ability to enhance the quality and scalability of
our products to meet the needs of our customers; our ability to
retain key personnel and hire new leaders to support our business
transition; and general industry trends, general economic factors
and capital market conditions. These and other risks may be
detailed from time to time in Borland's periodic reports filed with
the Securities and Exchange Commission, including, but not limited
to its latest Annual Report on Form 10-K, and its latest quarterly
report on Form 10-Q, copies of which may be obtained from
http://www.sec.gov. Borland is under no obligation to (and
expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise. Information contained in our website is
not incorporated by reference in, or made part of this press
release.
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