ASCENTIAL SOFTWARE CORPORATION'S ACQUISITION OF
MERCATOR SOFTWARE, INC. CLEARS ANTITRUST REVIEW
WESTBORO, MA, August 26, 2003 - Ascential Software Corporation (NASDAQ:
ASCL) announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 applicable to Ascential's pending acquisition
of Mercator Software, Inc. (NASDAQ: MCTR) has expired. The expiration of the
Hart-Scott-Rodino waiting period satisfies one of the conditions to consummation
of the pending acquisition.
The two companies announced on August 4, 2003 that they had entered
into a definitive agreement for Ascential to acquire Mercator, a leading
provider of data transformation and routing solutions designed for complex,
high-volume transaction processing environments.
Ascential, through a wholly owned subsidiary, commenced a cash tender
offer on August 8, 2003 for all outstanding shares of Mercator at $3.00 per
share, net to the seller in cash without interest thereon. The tender offer is
scheduled to expire at 11:59 p.m. New York City time, on Monday, September 8,
2003, unless the tender offer is extended. If the tender offer is extended
Ascential will publicly announce the extension by issuing a press release to the
Dow Jones News Service no later than 9:00 a.m. New York City time, on the next
business day following the scheduled expiration date.
The consummation of the tender offer is subject to receipt of at least
51% of the Mercator shares (on a fully-diluted basis) and other conditions
specified in the offer documents. Following completion of the tender offer and,
if required, receipt of stockholder approval, Ascential intends to consummate a
merger in which the remaining Mercator shareholders will receive the same amount
of cash, without interest, that is being paid pursuant to the tender offer.
ABOUT ASCENTIAL SOFTWARE
Ascential Software Corporation is the leading provider of enterprise data
integration solutions to organizations worldwide. Customers use the Ascential
Enterprise Integration Suite to integrate and leverage data across all strategic
analytic and enterprise applications with confidence in the accuracy,
completeness and timeliness of critical information. Ascential Software's
powerful data profiling, data quality, data transformation, parallel processing,
meta data and connectivity solutions enable customers to reduce total cost of
ownership and increase return on IT investment. Headquartered in Westborough,
Mass., Ascential Software has offices worldwide and supports more than 2,200
customers in such industries as financial services, telecommunications,
healthcare, life sciences, manufacturing, consumer goods, retail, and
government. More information on Ascential Software can be found on the Web at
www.ascential.com.
ABOUT MERCATOR
Mercator delivers its customers and partners The Advantage Inside
Integration(TM), providing Industry-Ready Integration Solutions(TM) that solve
critical business problems in real-time, while leveraging current technology
investments and maximizing ROI. Mercator's core integration technology, MERCATOR
Inside Integrator(TM) 6.7, features a Solutions-Oriented Architecture(TM) which
easily and seamlessly automates high-volume, complex transactions. Over 1,100
enterprise customers leverage the power, speed and flexibility of Mercator's
proven integration technology and industry expertise to build better business
value and faster ROI. To hear why our customers and partners believe Mercator is
the advantage inside integration, visit our Web site at www.mercator.com.
FOR MORE INFORMATION, CONTACT:
PRESS: INVESTORS:
Chas Kielt David Roy
Ascential Software Corporation Ascential Software Corporation
(508) 366-3888 x3256 (508) 366-3888 x3290
chas.kielt@ascential.com david.roy@ascential.com
PRESS:
Jeff Aubin
Beaupre & Co. Public Relations, Inc.
(603) 559-5838
jaubin@beaupre.com
This announcement is for informational purposes only and is neither an
offer to buy or a solicitation of an offer to sell any shares. The tender offer
is being made pursuant to an Offer to Purchase (and related materials) which has
been sent to all Mercator stockholders. The Offer to Purchase contains important
information and should be read by all Mercator stockholders. In connection with
such tender offer, a statement on Schedule TO, as amended, which includes the
Offer to Purchase and other exhibits, was initially filed with the Securities
and Exchange Commission (the "SEC") on August 8, 2003. All documents filed with
the SEC can be examined for free at the SEC web site (http://www.sec.gov.).
The tender offer statement and related materials may be obtained for
free by directing a request by mail to Innisfree M&A Incorporated, 501 Madison
Avenue, 20th Floor, New York, New York 10222 or by calling toll-free
(888)750-5834. They are also available without charge by calling Ascential's
Investor Relations department at (508) 366-3888 or by sending a written request
to Investor Relations, Ascential Software Corporation, 50 Washington Street,
Westborough, Massachusetts 01581.
This announcement may include predictions, estimates, or other
forward-looking statement including statements regarding the tender offer and
proposed merger, products and market position of Ascential Software or Mercator.
These statements are based on the current expectations of our management team.
There are a number of risks and uncertainties that could cause actual results to
differ materially. For example stockholders may not tender their shares or the
merger may not be consummated. The integration may involve substantial cost and
difficulties that may arise in successfully integrating the business. Each
company's business may suffer as a result of the uncertainties surrounding the
transaction. In addition, results may be affected by the ability to expand
market share; growth rates in the enterprise data integration software market;
rapid technological change; difficulties experienced integrating technologies,
operations, and personnel of completed or future acquisitions; and general
business conditions. For more detailed review of the risks and uncertainties
associated with each company's business activity, see the respective reports of
Ascential Software Corporation and Mercator Software, Inc. filed with the SEC.
Neither company undertakes any obligation to update its forward-looking
statements as a result of any change in events, conditions, or circumstances.
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(C) 2003 Ascential Software Corporation. All rights reserved. Ascential is a
trademark of Ascential Software Corporation or its affiliates and may be
registered in the United States or other jurisdictions. Other marks are the
property of the owners of those marks.
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