Exhibit 99.1
IBM AND CROSSWORLDS SIGN AGREEMENT FOR SALE OF
CROSSWORLDS BUSINESS TO IBM
ACQUISITION STRENGTHENS IBM'S WEBSPHERE INTEGRATION SOFTWARE BUSINESS
ARMONK, N.Y., & BURLINGAME, Calif.--(BUSINESS WIRE)--Oct. 30, 2001--IBM
(NYSE:IBM - news) and CrossWorlds Software, Inc. (NASDAQ:CWLD - news) today
announced the two companies have entered into a definitive agreement for IBM to
acquire CrossWorlds in a cash transaction valued at $129 million.
The acquisition further strengthens IBM's business in the fast-growing
e-business infrastructure software segment, a key strategic priority for the
company. IBM's WebSphere e-business infrastructure software revenue grew 75%
year-to-year in the third quarter of 2001 -- the tenth consecutive quarter of
double-digit growth. And MQSeries, IBM's integration software, grew 129% in the
same time period.
According to IDC, software supporting the unique business-process integration
requirements of specific industries, such as CrossWorlds' products, represents
the fastest growing sub-segment of e-business infrastructure software with
annual growth of 25%. IDC estimates the opportunity for this sub-segment will be
$4 billion by 2005.
The acquisition extends the unparalleled breadth of IBM's portfolio of
e-business infrastructure software, known as middleware. And it addresses a key
customer need for solutions that include both application server and integration
software.
CrossWorlds is a leading provider of software enabling companies to automate
business processes that integrate multiple applications, such as those for
managing customer relationships and supply chains as well as enterprise resource
planning.
CrossWorlds' software, which supports open Internet standards such as J2EE and
XML, also helps businesses integrate processes unique to individual industries
such as the telecommunications, financial services and industrial sectors,
improving the efficiency and productivity of internal operations as well as
trading relationships.
Through a long-term partnership, CrossWorlds' software has been integrated over
the last four years with WebSphere middleware products. For example, CrossWorlds
has an OEM agreement with IBM for MQSeries and has added WebSphere Application
Server software connectivity to its products.
CrossWorlds, based in Burlingame, California, has 350 employees and a broad
group of customers, such as Caterpillar, Siemens and the Whirlpool Corporation.
These customers use CrossWorlds and IBM WebSphere products as their e-business
infrastructure.
"Our customers have two primary requirements for e-business infrastructure
software -- managing high-volume transactions and the integration of business
processes," said Steve Mills, senior vice president and group executive, IBM
Software Group. "WebSphere helps 50,000
customers around the world manage billions of transactions per day while also
integrating business processes. CrossWorlds increases our strength in
integration software for a wide range of industries -- helping companies solve
specific business-process integration problems across the range of integration
points unique to their industry."
"We are very excited to have our leading solution become a key integration
element within the WebSphere software platform," said Fred Amoroso, president
and chief executive officer at CrossWorlds Software. "We believe the combination
of CrossWorlds' leadership in business process integration, IBM's leadership in
messaging integration and e-business infrastructure, and our shared commitment
to customer dedication will create an unmatched value proposition within the
industry."
Once the acquisition is completed, IBM will:
- Integrate CrossWorlds' business operations and personnel into the
existing IBM division responsible for business integration software,
which is led by General Manager Ambuj Goyal;
- Market and sell CrossWorlds' integration software products worldwide
through an integrated IBM and CrossWorlds software sales force;
- Extend investments in CrossWorlds products for current customers and
ISVs; and
- Expand the opportunity for implementation services and extend the
current partnerships with leading global systems integrators (GSIs).
In addition, IBM Global Services will include services capability for
CrossWorlds software in its worldwide Enterprise Application Integration
practice.
The acquisition is subject to CrossWorlds shareholder and regulatory approvals,
and is expected to close in the first quarter of 2002.
In connection with the merger, CrossWorlds Software will be filing a proxy
statement with the Securities and Exchange Commission. STOCKHOLDERS OF
CROSSWORLDS SOFTWARE ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT CROSSWORLDS
SOFTWARE, THE MERGER AND RELATED MATTERS. Investors and security holders can
obtain free copies of the proxy statement when it becomes available by
contacting [Investor Relations], CrossWorlds Software, Inc., 577 Airport
Boulevard, Burlingame, California 94010 (Telephone: (650) 685-9000). Investors
and security holders will be able to obtain free copies of the proxy statement
and other documents filed by CrossWorlds Software and IBM with the Securities
and Exchange Commission in connection with the merger at the SEC's web site at
www.sec.gov.
In addition to the proxy statement, IBM and CrossWorlds Software file annual,
quarterly, and special reports, proxy statements and other information with the
SEC, which are available at the SEC's web site at www.sec.gov. You may also read
and copy any reports, statements and other information filed by IBM and
CrossWorlds Software 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
-2-
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on public reference rooms.
CrossWorlds Software, IBM and their respective directors, executive officers and
certain members of management and other employees may be deemed to be
participants in the solicitation of proxies of CrossWorlds Software's
stockholders to approve the proposed merger. Such individuals may have interests
in the merger, including as a result of holding options or shares of CrossWorlds
Software stock. A detailed list of the names, affiliations and interests of the
participants in the solicitation will be contained in the proxy statement that
will be filed by CrossWorlds Software with the SEC.
This report may contain projections or other forward-looking statements
regarding future events or the future financial performance of IBM and
CrossWorlds Software. These forward-looking statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are neither promises nor guarantees, but involve risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements, including without limitation, the
risk that the merger may not be consummated in a timely manner, if at all, risks
regarding employee retention and other risks detailed in the current filings
with the SEC of both IBM and CrossWorlds Software, including their most recent
filings on Forms 10-K, for a discussion of these and other important risk
factors concerning and their respective operations.
Contact:
IBM Media Relations
Tim Breuer
914/766-1711
breuer@us.ibm.com
or
CrossWorlds Media Relations
Julia Hughes
650/685-5778
julia.hughes@crossworlds.com
-3-