BMC Software to Acquire Marimba, Inc.

BMC Software to Acquire Marimba, Inc.
Expanded Change and Configuration Capabilities to Extend Business Service
Management Strategy 


HOUSTON and MOUNTAIN VIEW, Calif., April 29  /PRNewswire-FirstCall/ -- BMC
Software, Inc.  and Marimba, Inc.  today announced they have signed a
definitive merger agreement under which BMC Software will acquire Marimba for a
purchase price of $8.25 per share in cash. The transaction reflects a purchase
price of approximately $239 million.  After adjusting for Marimba's expected
net cash balance, as of March 31, 2004, the net purchase price is approximately
$187 million. BMC Software will also assume outstanding Marimba stock options
and convert them into BMC Software stock options based on a conversion ratio
derived from the purchase price per share. BMC Software will not be required to
have a shareholder vote and expects the transaction to be accretive to earnings
per share within 12 months of closing.

Marimba, Inc. is a leading provider of products and services for software
change and configuration management that enables enterprises worldwide to
dynamically manage their IT assets, increase operational efficiency, and reduce
IT costs.  Marimba customers represent a variety of industries, including,
insurance, government, financial services, health care, and retail.

"Through BMC Software's strengths in enterprise management, Remedy's powerful
capabilities in service desk, change management, and asset management, and
Marimba's leadership across both client and server management, this acquisition
positions BMC Software to offer a unique set of enterprise solutions that
simplify IT operations and extend our leadership position in Business Service
Management," said Bob Beauchamp, BMC Software president and CEO. 
"Additionally, the combined technology offers customers a complete solution
that focuses on business and IT alignment solutions that reduce costs and
business risk."

In addition to strengthening BMC Software's Business Service Management-
related (BSM) offerings, this acquisition unites key technologies and processes
to provide a more complete answer to BMC Software customers' change process and
configuration management problems.  BMC Software's Remedy business unit
delivers Service Management software solutions that enable organizations to
automate and manage internal and external service and support processes.
Remedy's IT Service Management solutions, including Remedy Change Management
and Remedy Asset Management, and Marimba's discovery and provisioning solutions
are a natural fit and extension to each other.

"Given the highly complementary nature of Marimba's solutions to BMC Software's
core technologies and Remedy offerings, the combined solutions provide
customers with a single vendor that delivers a complete change and
configuration management solution tying together process-based asset and change
management capabilities with policy-based discovery, patch management, and
software distribution, " said Rich Wyckoff, Marimba president and CEO.
"Furthermore, this acquisition should complement and extend BMC Software's
server management offering, as well as significantly expand the reach of
Marimba's leading technologies to a broader customer base and improve Marimba's
market position in key growth areas."

The transaction is subject to customary closing conditions, including
regulatory approval and the approval of Marimba's stockholders. BMC Software
expects the transaction to close in its second fiscal quarter.  BMC Software
was advised by Morgan Stanley and Vinson & Elkins L.L.P.  Marimba was advised
by Broadview International, a division of Jefferies & Company, Inc., and
Fenwick & West LLP.

  Key benefits of acquisition:
   -- Strengthens BMC Software's BSM-related offerings through improved
      discovery and configuration management capabilities.

   -- Complements Remedy's IT Service Management solutions through enhanced
      asset, change and configuration management solutions.

   -- Automates the discovery and configuration of IT assets to enable
      service impact modeling that helps manage and prioritize IT resources
      based on business impact, and IT asset management that helps reduce
      operational costs.

   -- Automates desktop and server software distribution and patch
      management to increase responsiveness to changing business
      requirements.



A BMC Software conference call to discuss the acquisition of Marimba and BMC
Software's fourth quarter results is scheduled for today at 11:00 a.m. central
time. Those interested in participating may call [phone] and use the
passcode BMC. To access a replay of the conference call, which will be
available for one week, dial [phone] and use the passcode BMC.  A live
webcast of the conference call and presentation will be available on BMC
Software's website at http://www.bmc.com/investors.  A replay of the webcast
will be available within 24 hours and archived on the website for 90 days.

About Business Service Management

Business Service Management (BSM) is BMC Software's approach for enabling
companies to manage IT and services from a business perspective. BSM enables
companies to understand and predict the impact of technology changes on the
business, and conversely, how changes in the business impact IT, resulting in
improved customer service and business performance. For additional information
on BSM, visit http://www.bmc.com/

About BMC Software

BMC Software (NYSE:BMC) is a leading provider of enterprise management
solutions that empower companies to manage IT from a business perspective.
Delivering Business Service Management, BMC Software solutions span enterprise
systems, applications, database and service management. Founded in 1980, BMC
Software has offices worldwide and fiscal 2004 revenues of more than $1.4
billion. For more information about BMC Software, visit http://www.bmc.com/

About Marimba

Marimba, Inc. (NASDAQ:MRBA) is a leading provider of products and services for
software change and configuration management. Marimba helps enterprises
worldwide to dynamically manage and protect their IT assets, increase
operational efficiency, and reduce IT costs. Marimba is headquartered in
Mountain View, Calif. Visit http://www.marimba.com/ for more information.

Forward-Looking Statements

This press release and its attachments contain forward-looking statements that
involve risks and uncertainties concerning BMC Software's proposed acquisition
of Marimba, BMC Software's expected financial performance (including without
limitation as described in the quotations from management in this press
release), as well as BMC Software's strategic and operational plans.
Forward-looking statements made about the business, strategic and operational
plans or financial performance of BMC Software are made solely by BMC Software
Inc., and Marimba, Inc. undertakes no responsibility or liability for such
statements.  Actual events or results may differ materially from those
described in this press release due to a number of risks and uncertainties.
Potential risks and uncertainties regarding the acquisition include, among
others, the requirement that Marimba's stockholders must approve the
transaction, the required receipt of necessary regulatory approvals, including
from the SEC and under applicable antitrust laws, other conditions to the
closing of the merger, the possibility that the transaction will not close or
that the closing may be delayed, and the effect of the announcement of the
merger on Marimba's customer relationships, operating results and business
generally, including the ability to retain key employees. Other potential risks
and uncertainties include, among others, the reaction of customers of BMC
Software and Marimba to the transaction; BMC Software's ability to successfully
integrate Marimba's operations and employees; and general economic conditions.
More information about potential factors that could affect BMC Software's
business and financial results is included in BMC Software's Annual Report on
Form 10-K for the fiscal year ended March 31, 2003 and Quarterly Report on Form
10-Q for the quarterly period ended December 31, 2003 which are on file with
the Securities and Exchange Commission (the "SEC") and available at the SEC's
website at http://www.sec.gov/. For more information and additional risk
factors regarding Marimba generally, see "Factors Affecting Operating Results"
contained in Marimba's Annual Report on Form 10-K filed with the SEC on March
16, 2004 and in other reports filed by Marimba with the SEC.

Additional Information About the Merger and Where to Find It

Marimba will file a proxy statement and other documents regarding the proposed
merger described in this press release with the SEC. MARIMBA STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. A definitive proxy statement will be sent to
stockholders of Marimba seeking their approval of the transaction. Investors
and security holders may obtain a copy of the proxy statement (when it is
available) and any other relevant documents filed by Marimba with the SEC for
free at the SEC's web site at http://www.sec.gov/. Copies of the proxy
statement and other documents filed by Marimba with the SEC may also be
obtained free of cost by directing a request to: Investor Relations Group,
Marimba, Inc, 440 Clyde Avenue, Mountain View, CA 94043; or  may also read and
copy any reports, statements and other information filed by Marimba at the SEC
public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at
the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
public reference rooms.

Marimba and BMC Software and their respective directors, executive officers and
certain of their employees may be deemed to be participants in the solicitation
of proxies of Marimba stockholders in connection with the proposed merger.
Certain directors and executive officers of Marimba may have interests in the
merger, including severance arrangements, acceleration of vesting of stock
options and as a result of holding options or shares of Marimba common stock
generally, and their interests will be described in the proxy statement that
will be filed by Marimba with the SEC.

BMC Software, the BMC Software logos and all other BMC Software product or
service names are registered trademarks or trademarks of BMC Software, Inc. All
other trademarks or registered trademarks belong to their respective companies.

Marimba is a registered trademark of Marimba, Inc., in the U.S. and certain
other countries.  Other trademarks and product, company or service names
included herein are the property of their respective owners. 

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DATASOURCE: BMC Software, Inc.



CONTACT:  Public Relations, Arch Currid of BMC Software, Inc.,

[phone], ; or Kurt Mumma of Marimba, Inc.,

[phone], 



Web site:  http://www.bmc.com/

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