News Release
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BEA to Acquire NCR's TOP END(R) Enterprise Middleware Product Family
- Firms Announce Strategic Technology Agreement -
Sunnyvale, Calif. and Dayton, Oh. -- In a move designed to strengthen its
position in the middleware marketplace, BEA Systems, Inc., (NASDAQ:BEAS) today
announced a multi-million dollar agreement with NCR Corporation (NYSE:NCR) to
purchase the TOP END enterprise middleware technology and product family. This
acquisition is subject to U.S. government approval. Exact terms of the agreement
were not disclosed.
The TOP END enterprise middleware is software that coordinates and connects
end users to the databases they are accessing, often spanning multiple computer
networks and hardware in different geographic locations.
"With our focus on enterprise middleware, it was a logical decision to add
a world-class product like TOP END to our portfolio," said Bill Coleman,
chairman and CEO of BEA. "Supporting our vision to be the world leader in
delivering the best enterprise middleware solution, TOP END strengthens the
range of open, robust solutions offered by BEA. This alliance is a natural fit
for our strategy of being the catalyst that defines the middleware market."
"TOP END is an excellent product that will reach its full potential with
BEA, a company that specializes in middleware," said Lars Nyberg, NCR chairman
and CEO. "This agreement allows us to continue our focus on scalable data
warehousing and supporting applications. We will continue to provide TOP END
and other BEA middleware products as part of our solutions. The agreement also
creates shareholder value by providing an approximate pretax gain of $55 million
when the deal is closed," Nyberg added.
Under the terms of the proposed agreement:
. BEA acquires all product rights for the TOP END enterprise middleware suite.
BEA will make offers of employment to approximately 65 employees from NCR's
development and services teams. BEA will establish a facility in the San
Diego, Calif., area to support these staff members.
. TOP END, like BEA TUXEDO, will be a premier product for BEA. In addition, TOP
END and BEA TUXEDO will be integrated into a future BEA middleware product.
. NCR will continue to provide TOP END in its solutions and will partner with
BEA to ensure a smooth transition for customers over the coming months. TOP
END will continue to be NCR's strategic middleware component in its
solutions. At the same time, NCR will have the right to sell all of BEA's
middleware products.
. The two companies will pursue the ongoing enhancement, maintenance,
marketing, sales, and distribution of the TOP END product family. BEA will
service existing standalone TOP END users. Customers using TOP END as part of
an integrated NCR solution will continue to be serviced by NCR.
. The two companies will provide for product distribution and joint sales
activities. BEA will sell TOP END as a standalone software product and NCR
will continue to package TOP END as part of its solutions portfolio.
"The middleware marketplace has demonstrated tremendous growth potential,"
said Coleman. "Customers are choosing to focus their resources on business
solutions and look to leading-edge suppliers like BEA for building and deploying
their enterprise infrastructure."
The addition of TOP END to BEA's middleware product family reflects the
needs of customers for a comprehensive provider of world-class enterprise
middleware solutions to provide scalability and availability for complex
systems. This establishes BEA as a one-stop provider with an impressive
portfolio of middleware products and services and extends the company's
geographical coverage, while opening up new opportunities for BEA in the
financial and retail sectors.
In addition, BEA executives indicated that although BEA has the cash
required to complete the TOP END acquisition, it intends to pursue additional
financing through the capital markets.
About TOP END
TOP END is designed to ensure that a business transaction is never lost.
It has the ability to redirect transactions to avoid any failures in the system,
whether failure occurs at the server, application or network.
TOP END enterprise middleware provides seamless access to distributed
applications and services on any computer in the enterprise or across the
Internet. It fulfills this business need by connecting together disparate
operating systems--such as Windows NT, UNIX, and MVS--into a "single virtual
computer" that makes all applications and databases appear as if they are
running on a local computer.
TOP END does this by using tools--such as Sun Microsystems' Java,
Microsoft's ActiveX, Netscape's Navigator, and Oracle's Developer/2000--while
maintaining information integrity and security.
About BEA Systems, Inc.
BEA Systems, Inc., is a leading provider of cross-platform middleware
solutions for enterprise applications. BEA's products enable mission-critical,
distributed
applications that work seamlessly in client/server, Internet, and legacy
environments. BEA provides transactional, messaging, and distributed object-
based software for developing and deploying these enterprise applications. In
addition to its product line, BEA provides complete solutions through its
extensive partner network and broad range of professional services. BEA is
headquartered in Sunnyvale, Calif., and has 50 offices in 24 countries around
the globe. The company's common stock trades on the Nasdaq National Market
System under the symbol "BEAS." Additional information on BEA is available on
the Internet at http://www.beasys.com.
About NCR
NCR Corporation (NYSE: NCR) is a recognized world leader in data
warehousing solutions; open high-availability transaction processing systems;
automated teller machines; scanners and point-of-sale terminals; and service,
support and consumables for transaction based systems for the retail, financial,
communications industries and other select markets. The company, with
headquarters in Dayton, Ohio, has nearly 38,000 employees, including 20,000
service professionals in 1,100 locations and 130 countries. For more
information about NCR Corporation, visit the company Web site at
http://www.ncr.com
Note to investors:
The foregoing statements regarding the expected completion of the
transaction and its anticipated commercial success are forward-looking
statements. The closing of the asset transfer transactions and certain related
agreements are subject to certain conditions, such as U.S. government approval.
Because the transaction has not been finalized and closed, there can be no
assurance that the transaction can be successfully completed on a timely basis,
if at all.
# # #
BEA is a registered trademark of BEA Systems, Inc. TOP END is a registered
trademark of NCR Corporation. TUXEDO is a registered trademark in the U.S. and
other countries. All other company and product names may be trademarks of the
company with which they are associated.