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Filed by Sybase, Inc.
Pursuant to Rule 425 under
the Securities Act of 1933
Subject Company: New Era of Networks, Inc.
Commission File No. 000-22043
FOR PRESS INQUIRIES CONTACT:
Rick Myllenbeck
Sybase, Inc.
510/922-8506
925/980-3154 (cell)
rick.myllenbeck@sybase.com
Lesley Pearl
The Weber Group for Sybase
415/616-6145
lpearl@ca.webergroup.com
FOR FINANCIAL INQUIRIES CONTACT:
John Cummings
Sybase Investor Relations
(510) 922-8797
john.cummings@sybase.com
SYBASE AGREES TO ACQUIRE NEON,
ACCELERATES POTENT E-BUSINESS STRATEGY
COMBINATION OF PORTAL AND E-BUSINESS LEADERS TO CREATE
POWERHOUSE IN B2B STRATEGIC SOLUTIONS
SYNOPSIS:
Sybase, Inc., signs an agreement to acquire New Era of Networks, Inc. (NEON), a
leading e-Business application integration company.
o Stock-for-stock trade valued at approximately $373 million
o NEON will become a part of a new e-Business Division that Sybase plans to
create upon closing of the acquisition
o The combination fuels Sybase's e-Business infrastructure strategy
EMERYVILLE, CA - FEBRUARY 20, 2001 - Solidifying its leadership position as an
innovative builder of e-Business solutions, Sybase, Inc., (NASDAQ: SYBS) today
announced that it has signed an agreement to acquire New Era of Networks, Inc.
(NASDAQ: NEON) in a stock-for-stock transaction valued at approximately $373
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million.
The acquisition, expected to be completed in the second quarter of
2001, is intended to significantly advance Sybase's strategy to provide the most
advanced, complete, integrated e-Business solutions for doing business on the
Web.
Denver, Colorado-based NEON offers a complete range of enterprise
application integration products and services in the application-to-application
(A2A) space. Key NEON products include NEONProcess Server, NEON e-Biz
Integrator, and pre-packaged solutions called NEON Adapters that are designed to
work with specific off-the-shelf applications and standards. With NEON Adapters,
customers can easily integrate best of class ERP, CRM, supply-chain management
and e-Commerce applications including those from SAP, Siebel, i2 and
BroadVision.
The agreement to acquire NEON comes just four weeks after Sybase
announced record earnings, and rounds-out a three-year re-engineering effort
that successfully transformed the company from a database supplier to a fully
integrated provider of e-Business solutions. The alliance with NEON is also
expected to build on Sybase's strength as a global supplier of software
solutions for all enterprises.
"In today's unforgiving Web-enabled business environment, customers
demand powerful, open, integrated e-Business solutions and services to expand
their markets and increase their competitiveness on a global scale," said John
Chen, chairman, president and CEO of Sybase. "With NEON, Sybase will be able to
capitalize on the most important segment of the e-Business marketplace - one
that necessitates the integration of existing applications with new e-Business
applications. With this, Sybase can join the top-echelon of e-Business
infrastructure providers, capably servicing some of the most demanding
environments in the world."
DETAILS OF THE AGREEMENT
Under the terms of the agreement, each share of NEON common stock will
be converted into 0.3878 shares of Sybase common stock, which represents an
implied offer price per share of $ 9.50, and results in a net purchase price of
approximately $373 million, based on the $24.50 per share closing price of
Sybase common stock on February 20, 2001. The exchange offer will be followed by
a merger in which Sybase
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common stock will be issued at the same exchange ratio paid in the exchange
offer. The acquisition will be accounted for as a purchase and will be tax-free
to NEON stockholders. The transaction is expected to be completed in the second
quarter of Sybase's fiscal year 2001, pending governmental approval. The company
believes that the transaction will be accretive to earnings in fiscal year 2002.
The acquisition has been approved by the boards of directors of both companies
and is also subject to the tender of a majority of the outstanding fully-diluted
shares of NEON common stock and other customary closing conditions.
PRODUCT INTEGRATION AND ROADMAP
Upon completion of the acquisition, Sybase plans to create a new
e-Business Division, integrating NEON and elements of its product lines and
offerings with Sybase's flagship Enterprise Portal (EP) solution. This new
division will focus on combining the companies' expertise in enterprise portals,
Internet applications and enterprise integration to offer the most complete and
competitive enterprise e-Business software suite on the market. Customers will
benefit from streamlined software solutions that promote the rapid deployment of
IT solutions needed for their success in the e-Business world.
"Sybase is leading the way for customers to deploy e-Business platforms
and solutions," said Rick Adam, chairman and CEO of New Era of Networks, Inc.
"We are excited about joining the Sybase team to help give customers open,
scalable, flexible platforms, and as close to one-stop shopping as possible.
Additionally, the strong cultural and product fit between Sybase and NEON
provides us with the opportunity to shape the future of the industry."
THE COMBINED COMPANY
With the acquisition, Sybase will have approximately 5,500 employees
and more than 43,000 customers worldwide. Under the Sybase e-Business Division
mantle - to be headed by Adam as its president - the companies plan to serve an
expanded market with the opportunity to provide synergies including:
o Joint development of new e-Business and application integration
solutions
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o Complementary customers with strong cross-sell opportunities in
e-Business, m-Business and online banking
o Broadening into new vertical markets to include manufacturing,
distribution, retail and utilities as well as adding strength in Sybase
vertical strongholds such as financial services, telecommunications,
healthcare and the public sector
o Increased channel influence into Global 2000 enterprises
o Expanded worldwide sales with a highly-effective global sales team with
demonstrated expertise in e-Business
o World-class management and expertise to ensure execution excellence
ABOUT SYBASE, INC.
Sybase provides enterprise-class software solutions that fuel
e-Business and enable access to information anytime, anyplace. With its
industry-leading Enterprise Portal, mobile and wireless and vertical market
solutions, Sybase is one of the largest global independent software companies in
the world. For more information, visit the Sybase Web site: www.sybase.com.
ABOUT NEON
NEON enables e-Business with a suite of products designed to overcome
the inherent "language barriers" of a company's various applications, systems,
platforms, and protocols. By allowing these disparate operations to share
information and "talk" with one another-as well as the Internet-businesses can
automate end-to-end processes seamlessly, profiting from Internet speed and
increased volume. For more information, visit the NEON Web site:
www.neonsoft.com.
Sybase, Enterprise Portal, iAnywhere and Financial Fusion are trademarks or
registered trademarks of Sybase, Inc. or its subsidiaries. All other company and
product names mentioned might be trademarks of the companies with which they are
associated.
FORWARD LOOKING STATEMENT: The above news release contains forward-looking
statements regarding Sybase's proposed acquisition of NEON that involve risks
and uncertainties, including statements regarding the effect of this transaction
on Sybase's earnings and its business, Sybase's expectations regarding the
success of NEON's products in Sybase's product lines, and Sybase's expectations
regarding the growth of the e-Business market generally. Actual results may not
be realized, or may vary materially from results that may be discussed in these
forward-looking statements. Factors that may affect actual results include the
risks inherent in completing the acquisition of NEON on a timely basis, if at
all, the successful integration of NEON into
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Sybase's business, the, timely development and market acceptance of the products
and services of the combined companies, Sybase's ability to remain competitive
in a highly competitive and rapidly changing marketplace, and the other risks
detailed from time to time in each company's periodic reports filed with the
Securities and Exchange Commission, including, but not limited to, Sybase's
report on Form 10-K for the fiscal year ended December 31, 1999 and its reports
on Form 10-Q for its fiscal quarters ending March 31, June 30 and September 30,
2000.
ADDITIONAL INFORMATION: We urge investors and security holders to read the
following documents, when they become available, because they will contain
important information about Sybase, NEON, the proposed acquisition and related
matters:
- - Sybase's preliminary prospectus, prospectus supplements, final prospectus, and
tender offer materials.
- - Sybase's Registration Statement on Form S-4 and Schedule TO containing or
incorporating by reference such documents and other information.
- - NEON's Solicitation/Recommendation Statement on Schedule 14D-9.
These documents and amendments to these documents will be filed with the U.S.
Securities and Exchange Commission. In addition to these documents, Sybase and
NEON file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements and
other information filed by Sybase and NEON 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 York, New York and Chicago, Illinois. Please call the SEC
at 800-SEC-0330 for further information on public reference rooms. Sybase's and
NEON's filings with the SEC are also available to the public from commercial
document-retrieval services and the Web site maintained by the SEC at
http://www.sec.gov.
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