EXHIBIT 99.1
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For Immediate Release
CONTACTS:
Atria Software, Inc. Pure Software Inc.
Elliot Katzman, CFO (617) 676-2430 Chuck Bay, CFO (408) 720-1600
Kirsten Armstrong, Public Relations Toni Sottak, Investor Relations
(617) 676-2551 (408) 524-3651
ATRIA SOFTWARE AND PURE SOFTWARE TO MERGE
Merger of Equals Creates Comprehensive Solution for Software Development
Lexington, MA, and Sunnyvale, CA, June 6, 1996 -- Atria Software, Inc.
(NASDAQ: ATSW) and Pure Software Inc. (NASDAQ: PRSW) jointly announced today a
definitive merger agreement to create a worldwide company providing a
comprehensive solution for managing software development and quality.
The combined company, to be called Pure Atria Corporation, will offer an
integrated set of best-in-class products to enable Windows and UNIX development
teams to meet the challenges of complex software development. The agreement,
which was unanimously approved by the board of directors of each company, will
create a combined company with a current market value in excess of $1.7 billion.
Pure Atria Corporation combines two successful and rapidly growing
companies that share a common vision of dramatically improved software quality
and developer productivity around the world. Atria's Software Configuration
Management (SCM) products combined with Pure Software's Automated Software
Quality (ASQ) products, provide software development organizations with a
complete set of tools for software configuration management, defect tracking,
error detection, load testing, and test management.
Reed Hastings, currently President and CEO of Pure Software, will be
President and CEO of Pure Atria, and Paul H. Levine, currently President and CEO
of Atria Software, will be Chairman of the Board of Directors of the new
corporation.
"This is a merger of stars," said Reed Hastings. "Customers can depend
upon us as one company to more tightly integrate our products for a complete
solution to the software quality and management challenge. As software becomes
more pervasive and complex, the need for software quality and team productivity
increase dramatically. By
combining Pure and Atria now, we're positioned to become a strategic supplier to
organizations who need to meet these challenges."
"We're excited to join forces with Pure Software," said Paul H. Levine.
"We share a commitment to improve the process of creating and maintaining
software. In the past, we've worked closely with Pure to provide our joint
customers with solutions for managing the software development process. Now, as
one company, we can offer an integrated product line that not only enables
customers to get to market faster, but provides a more effective and repeatable
development process."
Atria Software and Pure Software have industry-leading product lines that
are highly complementary, overlapping in only one area, defect tracking
software. Pure Atria Corporation will offer PureDDTS as its defect tracking
product and migrate existing ClearTrack customers to PureDDTS on completion of
the merger. Portions of the ClearTrack technology will be incorporated into
future versions of PureDDTS.
Terms of the Agreement
Under the terms of the merger agreement, shares of Pure Software common
stock will be exchanged for all outstanding shares and options of Atria Software
on the basis of 1.544615 shares of Pure Software for each share of Atria
Software. This exchange ratio reflects the recent trading values of each
corporation's shares. The transaction will be accounted for as a pooling of
interests and is structured to qualify as a tax-free reorganization. The
company expects to recognize a one-time charge related to certain merger costs
and related expenses in the third quarter.
The board members and key management of each company have agreed to vote
their shares in favor of the merger. Furthermore, each company, Atria Software
and Pure Software, has granted the other party an option to purchase newly-
issued shares equal to approximately 15 percent of the currently outstanding
stock exerciseable upon certain events. Completion of the transaction is
subject to customary conditions, including approval by the stockholders of Atria
Software and Pure Software, no event with a material adverse effect with respect
to the other party or a material shortfall in earnings of the other party for
the current fiscal quarter. The merger is expected to close in the third quarter
of 1996.
The Combined Company
Pure Atria Corporation will employ nearly 600 people and has sold over
100,000 software licenses to more than 4,000 customers worldwide. The company
will be headquartered in Sunnyvale, California. The Board of Directors of the
combined company will consist of three of the current Atria Software directors,
including Mr. Levine, and three of the current Pure Software directors,
including Mr. Hastings.
About Atria Software
Founded in 1990, Atria Software, Inc. develops, markets and supports
software and services that facilitate the management of complex software
development, enhancement and maintenance. Professional software engineering
teams at more than 760 customers worldwide use Atria's products to control the
software development process, simplify maintenance, improve software quality and
shorten time-to-market. Atria products are available for a wide range of
Windows and UNIX systems. Based in Lexington, MA, Atria Software has
approximately 250 employees. The company reported revenue of $40 million for
1995, a 100 percent increase over 1994 revenue.
About Pure Software
Founded in 1991, Pure Software, with more than 4,000 corporate customers,
is the world leader in Automated Software Quality (ASQ) tools that improve the
reliability, scalability and performance of Windows, UNIX and Web applications.
Pure Software is the only ASQ company that addresses the entire software life
cycle of development, testing and deployment. Based in Sunnyvale, California,
Pure Software posted revenues of $44 million for 1995, a 100 percent increase
over 1994 revenues. Pure Software currently employs approximately 300 people.
Atria and Atria Software are registered trademarks of Atria Software.
ClearTrack is a trademark of Atria Software. Pure Software is a registered
trademark of Pure Software. PureDDTS is a trademark of Pure Software. All
other products mentioned are trademarks or registered trademarks of their
respective companies.
Note: Internet users can contact Atria via e-mail at info@atria.com, or visit
Atria's World-Wide Web site at http://www.atria.com. More information on Pure
Software is available on the Internet at: www.pure.com or at info@pure.com.
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