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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, INC. SPECIAL ANNOUNCEMENT
During the Special Announcement archived on www.streetfusion.com and
made by Sybase, Inc. on April 3, 2001, there were two questions asked related to
the merger of Sybase with New Era of Networks, Inc. These two questions are
transcribed below.
OPERATOR:
Our first question this evening will come from Peter Goldmacher, Merrill
Lynch.
[A question asked unrelated to Sybase's acquisition of New Era of Networks,
Inc.]
MR. GOLDMACHER:
Ok. And then one last question. Can you give us an update on the
integration work with NEON?
MR. CHEN:
Integration work continues pretty aggressively. We actually have a
financial model set up. We actually have a [inaudible] market strategy model set
up across the world. The sales folks are in the process of integrating. The
technology group is in the process of integrating and in fact, we're building
the e-business platform management team also at the same time. So I'm sure that
the integration is way ahead of it. The back office is integrating. We already
know, in fact, these people that got affected is also being informed. So I think
things are way ahead of schedule.
MR. GOLDMACHER:
Ok. Great. Thanks guys.
MR. VAN DER VORST:
Thank you.
[Series of questions asked unrelated to Sybase's acquisition of New Era of
Networks, Inc.]
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OPERATOR:
And our next question will come from Young Park, GuardHill Capital.
MR. CHEN:
Hi.
MS. PARK:
Yes, hi. I just had one question left. Just wanted to know how familiar
New Era is with the softness in your quarter and how this would impact the
merger in any way.
MR. CHEN:
Yeah. Well first of all, I have kept them reasonably informed. They're
not surprised by what we're saying in the press release that we put out today.
The management over at New Era is totally committed to completing the
transaction as of a day ago, since I talked to them. And I believe that there is
a lot of synergistic value to do so, strategic value to do so. It is my belief
that it will complete on April 11, or at least the tender on April 11 -- we will
have the majority. Of course, you know, it is out of my control. I can only tell
you the best view I have. I do not believe that this will sidetrack that deal.
MS. PARK:
Ok. Thank you.
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FORWARD LOOKING STATEMENT: The information provided herein 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, Sybase's
expectations with respect to business partners, Sybase's expectations regarding
the growth of the e-business market generally and its expectations with respect
to the timing of the transaction. 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 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, 2000.
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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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