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EXHIBIT 99.1
BMC SOFTWARE AND BOOLE & BABBAGE TO MERGE;
THE COMBINATION UNIQUELY EXTENDS APPLICATION ASSURANCE
HOUSTON, TX and SAN JOSE, CA -- (November 2, 1998) -- BMC Software
(Nasdaq: BMCS), the leader in providing Application Service Assurance (ASA(TM))
solutions that improve the availability, performance and recovery of
business-critical applications, and Boole & Babbage (Nasdaq: BOOL), a leader in
availability and service level management for distributed systems, today
announced the execution of a definitive Agreement and Plan of Reorganization
between the two companies. The merger brings together these leading enterprise
software visionaries to accelerate the delivery of solutions that significantly
reduce the complexity of managing large enterprises through innovative products,
an extensive worldwide distribution network and superior technical expertise.
BMC Software will issue .675 shares of BMC Software common stock for
each share of Boole & Babbage common stock. The transaction is to be accounted
for as a pooling of interests and is to be treated as a tax-free reorganization
for federal income tax purposes. The transaction is expected to close within 60
to 90 days, subject to Boole & Babbage stockholder approval, regulatory approval
and other customary closing conditions. Under the terms of the agreement BMC
Software is to acquire Boole & Babbage in a stock transaction worth
approximately $900 million, assuming BMC Software's closing price on October
30th. In connection with the Agreement and Plan of Reorganization, BMC Software
will acquire an option to purchase up to 19% of Boole & Babbage's outstanding
common stock under certain circumstances. Boole & Babbage also announced that,
in connection with this transaction, it has rescinded its stock buyback program.
"We strongly believe that the addition of Boole & Babbage's focused
solutions and delivery capabilities will allow us to more quickly execute on our
Application Service Assurance strategy, which provides tremendous business value
to our customers," said Max Watson, chairman, president and CEO of BMC Software.
"The merger extends BMC Software's undisputed leadership in application service
level management across the enterprise. What makes this combination so exciting
is the coherence of our shared vision, products and emphasis on customer support
and satisfaction."
"I believe this union provides major benefits for our customers,
employees and shareholders," said Paul Newton, president and CEO of Boole &
Babbage. "The new company will gain critical mass and expanded channel reach
that clearly establish us as a preeminent player in today's highly competitive
and rapidly changing market. The combined engineering resources create a wide
and deep pool of expertise in all aspects of managing information technology
solutions across OS/390, UNIX and NT environments."
The combined company will employ approximately 4,400 people in 26
countries that will significantly increase its global reach. In the last 12
months the combined companies' revenues were approximately $1.1 billion.
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ASA ensures that key business applications are available, perform
optimally and can be rapidly recovered in the event of an outage. This enhances
the service delivered to the business by the information technology (IT)
organization and significantly improves business productivity and return on
investment in IT assets.
Currently, many customers are using both sets of products and obtaining
the value of their interoperability. The combined product lines will provide
customers:
o Reduced management complexity by providing tailored
infrastructure, application and, ultimately, business process
views across the distributed enterprise for service level
management
o Enhanced interoperability through synergistic product
capabilities, alignment, functionality and integration
o Superior customer service via an enhanced global distribution
and support network
o Additional technology innovation through the combined
company's extensive expertise and talent pool
Detailed integration roadmaps will be published within 30 days
following the acquisition closing date.
"The critical mass of this combination, coupled with the strong vision
demonstrated by both companies ensures the new entity will be a major player in
the enterprise management marketplace," said Herb Vanhook, senior program
director at META Group. "This combination makes tremendous sense from product
and business perspectives."
Company Backgrounds
BMC Software, Inc. is the leader in delivering Application Service
Assurance (ASA) solutions - enterprise-level software that supports and improves
the availability, performance and recovery of critical applications and data in
complex computing environments. BMC Software is the world's 12th largest
independent software vendor, a Forbes 500 company and a member of the S&P 500,
with revenues exceeding $730 million in fiscal 1998. The company is
headquartered in Houston, Texas, with offices worldwide. For more information,
please call 800-841-2031 or 713-918-8800 or visit BMC Software on the Web at
www.bmc.com.
Boole & Babbage is a worldwide leader in availability and service level
management for distributed systems. Its Enterprise Automation product lines
provide a management solution for the entire IT enterprise that encompasses
systems, applications, middleware, databases and Web technologies. Founded in
1967, Boole & Babbage is the oldest publicly traded independent software vendor
in the systems management industry and today is approximately a $225 million
company with 930 employees in 43 offices in 26 countries. Corporate headquarters
are located in San Jose, California. For more information, visit Boole & Babbage
on the Web at www.boole.com or call 800-544-2152.
This news release contains both historical information and forward-looking
information. Numerous important factors affect the companies' operating results
and could cause the
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companies' actual results to differ materially from the results indicated by
this press release or by any other forward looking statements made by, or on
behalf of, the companies, and there can be no assurance that future results will
meet expectations, estimates or projections. These factors include, but are not
limited to, the following: 1) BMC Software and Boole & Babbage's revenues and
earnings are subject to a number of factors, including the significant
percentage of quarterly sales typically closed at the end of each quarter, that
make estimation of operating results prior to the end of a quarter extremely
uncertain; 2) competition for BMC Software and Boole & Babbage's products are
increasing for both the open systems and the mainframe database utility
products; 3) international results have been volatile over the last two years;
4) BMC Software and Boole & Babbage continue to increasingly depend on large
enterprise license transactions as an integral part of their core mainframe and
distributed systems businesses; 5) the uncertainties of whether new software
products and product strategies will be successful; 6) the high degree of
difficulty of integrating different software products and technologies and the
general risks associated with mergers of high technology companies, including
the potential loss of key personnel and cultural conflicts; and 7) the
additional risks and important factors described in BMC Software and Boole and
Babbage's Annual Reports to Stockholders on Forms 10-K and 10- Q and other
filings with the SEC.
Note to interested parties: BMC Software has scheduled a conference call
for 9:00 a.m. EST today to discuss the transaction. Interested parties may
participate by calling (847) 413-3586.
BMC Software, the BMC Software logo, and PATROL are registered trademarks or
trademarks of BMC Software, Inc. in the USA and in other select countries. Boole
& Babbage and COMMAND/POST are registered trademarks of Boole & Babbage, Inc.(R)
and (TM) indicate USA registration or USA trademark. Other logos and
product/trade names mentioned are registered trademarks or trademarks of their
respective companies. BMC Software and Boole & Babbage are Equal Opportunity
Employers.