Mro Software (NASDAQ:MROI)
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IBM (NYSE: IBM) and MRO Software, Inc. (Nasdaq: MROI)
today announced the two companies have entered into a definitive
agreement for IBM to acquire MRO Software Inc., a publicly held
company based in Bedford, Mass., in an all-cash transaction at a price
of approximately $740 million, or $25.80 per share. The acquisition is
subject to MRO Software shareholder and regulatory reviews and other
customary closing conditions. It is expected to close in the fourth
quarter of 2006.
MRO is the leading provider of asset and service management
software and consulting, used by many of the world's top companies to
efficiently manage how they buy, maintain and retire assets - such as
production equipment, facilities, transportation and information
technology (IT) hardware and software - in a wide variety of
industries including utilities, manufacturing, energy, pharmaceutical,
and telecommunications. This acquisition builds upon IBM's strategy to
leverage business consulting, IT services and software to develop
repeatable tools that help clients optimize and transform their
businesses.
As more types of corporate assets are touched by technology,
companies are looking for ways to consolidate how they manage these
assets - both operational and IT-related. IBM's acquisition of MRO
addresses this need by providing customers with a consistent,
comprehensive set of asset management solutions and services. MRO
asset management technology and consulting services will be integrated
into IBM Software and IBM Global Services offerings. As a result of
the acquisition of MRO, IBM will be the only company to provide the
solution to this convergence of IT and industrial assets.
"In a recent IBM study, 40 percent of CEOs indicated that asset
utilization would be a key focus in strengthening financial
performance," said Al Zollar, general manager, IBM Tivoli software.
"MRO software is a powerful addition to IBM's portfolio of software
and services. This acquisition will provide companies with a single
view into all of their assets, helping them to maximize efficiencies,
drive productivity, and innovate business processes across the
enterprise."
"As technology increasingly becomes the backbone for all business
operations, companies require the ability to efficiently manage both
industrial and technology assets," said Chip Drapeau, president and
CEO, MRO. "The IBM acquisition opens a world of opportunity for our
clients and our employees. By integrating our asset management
capabilities with IBM, a leader in IT management software and asset
management consulting, we can offer our customers a complete asset
management solution on a global scale."
Following completion of the acquisition, IBM intends to:
-- Establish MRO Software's operations as a business unit within
IBM's Tivoli software unit led by General Manager Al Zollar.
-- Incorporate MRO software technology into IBM's Tivoli software
offerings.
-- Market and sell MRO software products through IBM's and MRO's
worldwide sales channels and IBM Business Partners.
-- Further expand the scope and capabilities of IBM's
industry-leading business and IT asset management consulting
practices, and deliver services for MRO-based solutions
through IBM Global Services.
-- Build upon the two companies' long-standing business
relationship, which began in 1996.
IBM will leverage MRO's software portfolio and management
consultants to provide clients with a single approach to managing all
industrial and IT assets. Since MRO's offerings are built on a modern
architecture, they can be easily integrated into IBM's service
oriented architecture (SOA)-based capabilities, including business
process management and IT service management.
As management processes converge around all types of asset
classes, enterprise assets are becoming more intelligent - connecting
to IT networks via RFID, for example, and using IP addresses and
embedded chips. With a consolidated asset management approach,
companies can be more efficient and cut administrative overhead by
managing all critical enterprise assets, including industrial
equipment in a single, automated environment - the same way many
companies currently manage IT assets. By consolidating and automating
these processes, companies can establish and automate service levels,
separate service delivery from root-cause analysis, and manage the
change process.
The acquisition of MRO Software will strengthen the enterprise
systems management capabilities of IBM's Tivoli software portfolio,
which produced double-digit revenue growth for the first two quarters
of 2006, and enhance IBM's already strong asset management consulting
capabilities in IBM Global Services. MRO Software has produced
double-digit growth since the company reported revenues of $199.2
million for the fiscal year ending September 30, 2005.
MRO has thousands of customers worldwide including: BP,
ExxonMobile, China National Offshore Oil Company (CNOOC), Cargil,
Heineken, Frito Lay, Daimler Chrysler, Ford, GM, DTE Energy,
Constellation Generation Group, Department of Defense, Department of
Treasury, NASA, U.S. Air Force, U. S. Marines, City of Atlanta, GA,
and Los Angeles County Public Works.
About IBM
For more information about IBM, go to www.ibm.com
About MRO Software, Inc.
MRO is the leading provider of asset and service management
solutions. The company's integrated suite of applications optimizes
performance, improves productivity and service levels and enables
asset-related sourcing and procurement across the entire spectrum of
strategic assets. Its asset management solutions allow customers to
manage the complete lifecycle of strategic assets including: planning,
procurement, deployment, tracking, maintenance and retirement. Using
MRO Software's solutions, customers improve production reliability,
labor efficiency, material optimization, software license compliance,
lease management, warranty and service management and provisioning
across the asset base. Based in Bedford, Mass., MRO has approximately
900 employees and more than 300,000 end-users. The company has sales
offices throughout North America, Europe, Asia/Pacific and Latin
America. Additional information on MRO can be found at URL:
www.mro.com
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
This communication may be deemed to be solicitation material in
respect of the acquisition by International Business Machines Corp.
("IBM") of MRO Inc. (the "Company"), to be accomplished by way of a
merger (the "Merger") between MRO and a wholly-owned subsidiary of
IBM. In connection with the Merger and required stockholder approval,
the Company will file with the SEC a preliminary proxy statement, a
definitive proxy statement and other relevant materials that will
contain important information about the Merger. Investors and security
holders of the Company are urged to read the proxy statements and any
other relevant materials filed by the Company because they contain, or
will contain, important information about the Company and the Merger.
All documents filed by the Company with the SEC, when available, may
be obtained for free at the SEC's website at www.sec.gov. In addition,
the documents filed with the SEC by the Company may be obtained free
of charge by directing such request to: Peter Rice Investor Relations,
781-280-6550 or from the Company's website at www.mro.com.
The Company and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the Company
stockholders in favor of the Merger. Information about the executive
officers and directors of the Company and their ownership of the
Company's common stock is set forth in the Company's Annual Report on
Form 1-K for the year ended September 30, 2005, in the proxy statement
for the Company's 2006 Annual Meeting of Stockholders, which was filed
with the SEC on January 26, 2006, and in Statements of Beneficial
Ownership on Form 4 subsequently filed by them with the SEC. Investors
and security holders may obtain more detailed information regarding
the direct and indirect interests of the Company and its respective
executive officers and directors in the Merger by reading the
preliminary and final proxy statements regarding the Merger, which
will be filed with the SEC.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: This release contains forward-looking statements
based on current expectations or beliefs, as well as a number of
assumptions about future events, and these statements are subject to
important factors and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. The forward-looking statements in this release address a
variety of subjects including, for example, the functionality,
characteristics, quality and performance capabilities of MRO's
products and technology; results achievable and benefits attainable
through deployment of MRO's products and provision of services; the
ability of MRO's products to help companies manage how they buy,
maintain and retire assets such as production equipment, facilities,
transportation and IT hardware and software; and the expected timing
of the closing of the proposed merger. The following additional
factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: continued
stagnation in the market for MRO's traditional products; increased
competitive pressures; slower than anticipated customer acceptance of
MRO's new products; MRO's reliance on, and unanticipated delays or
obstacles to, larger software license transactions; the timing and
results of required regulatory review and approval by MRO's
shareholders of the proposed merger; and those factors discussed in
the Section entitled "Risk Factors" in Item 2 of MRO's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 MRO disclaims
any intent or obligation to update any forward-looking statements made
herein to reflect any change in MRO's expectations with regard thereto
or any change in events, conditions, or circumstances on which such
statements are based.