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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