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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:
Paula Dunn
Sybase, Inc.
510/922-8750
415/577-4123 (cell)
paula.dunn@sybase.com
Lesley Pearl
The Weber Group, for Sybase, Inc.
415/616-6145
415/596-6759 (cell)
lpearl@ca.webergroup.com
FOR FINANCIAL INQUIRIES CONTACT:
John Cummings
Sybase Investor Relations
(510) 922-8797
john.cummings@sybase.com
SYBASE ANNOUNCES SUBSEQUENT OFFERING PERIOD IN NEON EXCHANGE OFFER
E-BUSINESS LEADER NOW HOLDS MAJORITY OF NEON STOCK
SYNOPSIS:
- - Sybase now holds the majority of NEON stock with 75.39 percent ownership
- - Sybase will provide a subsequent offer period of ten business days in
its NEON exchange offer
- - Offer continues at 0.3878 of a share of Sybase common stock for each
share of NEON common stock
- - The combination of NEON, a leading application integration company, with
Sybase, a leading innovator of e-Business solutions, fuels Sybase's
e-Business infrastructure strategy
EMERYVILLE, CA - APRIL 12, 2001 - Sybase, Inc., (NASDAQ: SYBS) today announced
that it, through a subsidiary, will provide a subsequent offering period of ten
business days in its exchange offer of 0.3878 of a share of Sybase common stock
for each outstanding share of New Era of Networks, Inc. (NASDAQ: NEON), the same
consideration as in the initial offering period.
The subsequent offering period begins Thursday, April 12, 2001 at 9:00
a.m. New York City time and expires at 12:00 midnight New York City time on
Thursday, April 26, 2001. The subsequent offering period is intended to allow
NEON stockholders
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additional time to tender their shares and to allow Sybase to complete its
acquisition of at least 90 percent of the outstanding shares of NEON common
stock. The offer initially expired at 12:00 midnight New York City time, on
April 11, 2001.
To date, 24,666,134 shares of NEON common stock have been tendered,
representing approximately 66.84 percent of the outstanding shares of NEON
common stock, giving Sybase majority stock ownership. Notices of Guaranteed
Delivery have been submitted for another 3,158,486 shares, which if delivered,
would account for a total of approximately 8.56 percent of the outstanding
shares of NEON common stock.
Following successful completion of the exchange offer, Sybase intends
for NEON to become a wholly-owned subsidiary.
The acquisition is intended to significantly advance Sybase's strategy
to provide the most advanced, complete, integrated e-Business solutions for
doing business on the Web. The acquisition of NEON is also expected to build on
Sybase's strength as a global supplier of software solutions for all
enterprises.
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 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.
FORWARD LOOKING STATEMENT: The above news release contains forward-looking
statements regarding the combination of Sybase and NEON, Sybase's strategy
regarding the acquisition of NEON and the completion of the exchange offer.
These statements involve risks and uncertainties. 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, including any amendments that may be made to them, 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 have or 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. 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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