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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
SYBASE AND NEON ANNOUNCE COMMENCEMENT OF SYBASE EXCHANGE OFFER
Emeryville, CA and Englewood, CO, March 15, 2001 -- Sybase, Inc. (Nasdaq:
SYBS) and New Era of Networks, Inc. (Nasdaq: NEON) announced today that Sybase,
through a wholly-owned subsidiary, has commenced its previously announced
exchange offer for shares of NEON common stock.
NEON's board of directors has voted to recommend that NEON's stockholders
accept the offer in which Sybase will exchange 0.3878 of a share of Sybase
common stock for each outstanding share of NEON common stock that is validly
tendered and not properly withdrawn.
The offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on April 11, 2001, unless extended.
NEON stockholders are urged to read the prospectus and the
solicitation/recommendation statement relating to the offer and the merger
which are being mailed to NEON stockholders in compliance with SEC requirements.
These documents contain important information. NEON stockholders can also obtain
these documents, as well as the Sybase and NEON documents that are incorporated
by reference in the prospectus, for free at the Securities and Exchange
Commission's web site at http://www.sec.gov. These documents are also available
from Sybase without charge upon request to its information agent, Corporate
Investor Communications, Inc., 111 Commerce Road, Carlstadt, NJ 07072, (201)
896-1900 or call toll-free (866) 241-2788.
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. For more information,
visit the Sybase web site: www.sybase.com.
ABOUT NEW ERA OF NETWORKS, INC.
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.
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ADDITIONAL INFORMATION: We urge investors and security holders to read the
following documents, including any amendments that may be made to them, because
they 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 have been 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. You may also obtain for free each of these documents (when
available) from Sybase's information agent, Corporate Investor Communications,
Inc., 111 Commerce Road, Carlstadt, New Jersey 07072, toll-free at 866-241-2788.
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