EXHIBIT 99.1
PROGRESS
S O F T W A R E
FOR IMMEDIATE RELEASE
PRESS CONTACTS:
Candace Clemens John Moran
Progress Software Corporation Schwartz Communications, Inc.
(781) 280-4101 (781) 684-0770
cclemens@progress.com progress@schwartz-pr.com
PROGRESS SOFTWARE CORPORATION TO ACQUIRE PERSISTENCE SOFTWARE
TO ACCELERATE GROWTH OF OBJECTSTORE OPERATING COMPANY
Addition of Persistence Strengthens ObjectStore's Real-Time Data
Services Offering
BEDFORD, MASS. AND SAN MATEO, CA-SEPTEMBER 27, 2004-Progress Software
Corporation (PSC) (Nasdaq: PRGS), a supplier of leading technology to develop,
deploy, integrate and manage business applications and Persistence(R) Software,
Inc. (Nasdaq: PRSW) today jointly announced an agreement by which PSC will
acquire Persistence, the technology and market leader in distributed data access
and caching software, in an all-cash transaction for a purchase price of $5.70
per share or approximately $16 million in the aggregate. Upon the closing of the
transaction, Persistence will become part of ObjectStore, an operating company
of PSC that provides products for real-time data management.
"ObjectStore has already established a significant market position in enabling
real-time data services, and this acquisition is another step in accelerating
the company's growth and market leadership," said Joseph Alsop, co-founder and
chief executive officer of PSC. "Real time performance is a critical factor in
more and more applications as customers implement the `real-time enterprise.'
The addition of Persistence will greatly enhance ObjectStore's ability to
deliver open, scalable data caching solutions that simplify the job of
architecting performant and scalable data access and allow software developers
to concentrate on their application requirements."
Persistence offers a suite of data caching products designed to enable high
volume, high performance applications utilizing standard relational databases.
Persistence EdgeXtend provides a distributed "data services" layer that both
simplifies and accelerates data access. Proven in customer deployments among
many companies within the Global 2000 (including Citicorp, JPMorganChase, FedEx
and Reuters), the company's technology strength is exemplified by a significant
portfolio of patents in the areas of object-relational mapping and data caching.
PERSISTENCE ACCELERATES REAL TIME DATA SERVICES STRATEGY FOR SOA
"Both ObjectStore and Persistence help businesses make decisions while they
still matter - in real time and based on up-to-the-second information," noted
Peter Sliwkowski, president of ObjectStore. "EdgeXtend's data services products
provide tools that provide a real-time view of an enterprise's existing data
assets via a flexible, service oriented architecture (SOA). EdgeXtend's flexible
and open object-to-relational (O/R) mapping modeling tools and support of C++,
Java, and C# languages will be leveraged by ObjectStore immediately."
ACQUISITION TO ENHANCE OBJECTSTORE'S ORGANIZATION AND ACCELERATE GROWTH
To capitalize fully upon the opportunities made available with this acquisition,
ObjectStore plans to organize its operations around three complementary lines of
business, all of which focus on delivering real-time data service capabilities.
These units are: 1) distributed data caching, whose products will be those
acquired via this transaction and renamed ObjectStore EdgeXtend, 2) event
processing, whose products include ObjectStore Event Engine, and 3) object data
management, whose products include the industry's leading object database,
ObjectStore. To help drive execution of this strategy, Chris Keene of
Persistence will assume leadership of the ObjectStore distributed data caching
line of business.
"Progress Software brings the critical mass of resources and technology needed
to extend the leadership of our EdgeXtend product family in the market for data
access and caching," said Chris Keene, chief executive officer of Persistence.
"As part of ObjectStore's real-time data services suite, we can deliver
unparalleled performance and scalability."
COMBINED TECHNOLOGIES PROVIDE UNIQUE VALUE TO CUSTOMERS
In addition to existing capabilities, ObjectStore plans to enhance EdgeXtend
with functionality currently available in the patented Cache-Forward(TM)
Architecture of ObjectCache. "Data access is a critical performance factor for
modern distributed applications. Data caching should be front and center in the
minds of system designers concerned about performance," said Chris Keene.
"Persistence's strengths in modeling tools and O/R mapping should pay real
dividends for ObjectStore. And the combination of our products and those from
ObjectStore will be backed by the strengths of Progress Software as a software
industry leader."
Both ObjectStore and Persistence share a number of common markets, with many
blue-chip customers in financial services, logistics, travel, government, and
other sectors that demand scalable architectures that deliver large volumes of
data to mission critical applications in real time.
ABOUT THE TRANSACTION
The acquisition has been approved by the boards of directors of PSC and
Persistence and is subject to the approval of Persistence's stockholders. The
acquisition is expected to close within 90 days, subject to satisfaction of
customary closing conditions. The impact of this acquisition on PSC's fiscal
2004 or 2005 results will depend on the timing of the closing. However, PSC
anticipates first year revenue related to the acquisition to be in the range of
$8 million to $9 million and the effect of the acquisition on pro-forma
operating income, which excludes the impact of non-cash acquisition-related
charges, to be neutral to slightly accretive (under 1 cent per share).
All of the directors, certain officers and the largest stockholder of
Persistence, holding approximately 28% of Persistence's outstanding common stock
in the aggregate, have entered into stockholders agreements with PSC agreeing to
vote in favor of the merger.
CONFERENCE CALL/WEBCAST AT 10 AM EDT TODAY
PSC's conference call to discuss this acquisition will be Webcast live today at
10:00 a.m. Eastern via CCBN on the company's Web site, located at
www.progress.com/investors. The call will also be Webcast live via Yahoo
(www.yahoo.com), Motley Fool (www.fool.com), Streetevents
(www.streetevents.com), TD Waterhouse (www.tdwaterhouse.com) and Fidelity.com
(www.fidelity.com). An archived version of the conference call will be available
for replay.
ABOUT PERSISTENCE SOFTWARE, INC.
Persistence Software (NASDAQ: PRSW) is the Data Services platform for the
Real-Time Enterprise. Since 1991, Persistence products have provided reliable,
distributed caching infrastructure that is automatically generated by
model-driven, object-relational mapping tools. The EdgeXtend product family is
the only cross-platform data access and caching software that meets requirements
for all stages of the application development lifecycle-from design through
performance testing and deployment. Persistence's patented technology supports
cross-platform deployment of high-performance, custom applications written in
Java, C++ or C#, including those built for BEA WebLogic(R), IBM WebSphere(R) or
using the Microsoft(R) NET framework. Over 100 companies in the Forbes Global
2000 have successfully deployed Persistence's software to achieve performance
and developer productivity-while dramatically cutting infrastructure and
operational. costs-including Adobe, Air France, Citigroup, EUROCONTROL, FedEx,
Motorola, NetJets, and Reuters. Find Persistence on the web at
www.persistence.com.
ABOUT OBJECTSTORE
ObjectStore is a global provider of real-time data management products. Its
products enable corporate data caching and complex event processing, and its
leading object database is renowned for performance and scalability.
ObjectStore(R) products are supporting RFID implementations, and are deployed in
industries such as finance, telecommunications and travel, where companies rely
on them to complement their corporate data management infrastructure.
ObjectStore is an operating company of Progress Software Corporation (Nasdaq:
PRGS), a $300+ million global software industry leader. Headquartered in
Bedford, Mass., ObjectStore can be reached on the Web at
http://www.objectstore.net or by phone at +1-781-280-4000.
ABOUT PROGRESS SOFTWARE CORPORATION
Progress Software Corporation (Nasdaq: PRGS) is a $300+ million global software
industry leader. PSC supplies technologies for all aspects of the development,
deployment, integration and management of business applications through its
operating companies: Progress Software, Sonic Software Corporation, DataDirect
Technologies, ObjectStore and PeerDirect. Headquartered in Bedford, Mass., PSC
can be reached on the Web at http://www.progress.com or by phone at
+1-781-280-4000.
ObjectStore, ObjectCache, and Cache Forward are trademarks or registered
trademarks of Progress Software Corporation in the United States and other
countries. Persistence and EdgeXtend are registered trademarks of Persistence
Software, Inc. in the United States and other countries. All other marks
contained herein are the property of their respective owners. In connection with
the merger, Persistence plans to file a proxy statement with the Securities and
Exchange Commission (the "SEC') and mail the proxy statement and related
materials to stockholders of Persistence. Stockholders of Persistence are urged
to read these materials when they become available because they will contain
important information about Persistence, the merger and other related matters.
Investors and security holders can obtain free copies of the proxy statement
when it becomes available by contacting Brian Tobin, acting CFO, Persistence
Software, 1720 South Amphlett Blvd, Third Floor, San Mateo, California,
telephone: (650) 372-3600. Investors and security holders will also be able to
obtain free copies of the proxy statement and other documents filed by
Persistence and PSC with the SEC in connection with the merger at the SEC's web
site at www.sec.gov.
PSC, Persistence and their respective directors, executive officers and certain
members of management and other employees may be deemed to be participants in
the solicitation of proxies from Persistence's stockholders in connection with
the merger. Such individuals may be deemed to have interests in the merger,
including as a result of holding options or shares of Persistence stock.
Information about the directors and executive officers of Persistence and their
ownership of Persistence stock is set forth in Persistence's proxy statement for
its 2004 annual meeting of stockholders. Investors may obtain additional
information about the interests of the above-mentioned persons in this
transaction by reading the proxy statement regarding the merger when it becomes
available.
STOCKHOLDERS ARE URGED TO READ THE MERGER PROXY STATEMENT CAREFULLY AND IN ITS
ENTIRETY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING DECISION.
SAFE HARBOR STATEMENT
Except for the historical information and discussions contained herein,
statements contained in this release about PSC, Persistence and the merger may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements concerning the
expected benefits and timing of the merger. These forward-looking statements
involve a number of risks, uncertainties and other factors that could cause
actual results to differ materially, including but not limited to the following:
an unexpected increase in costs related to the merger, unexpected delays
involved in the closing of the merger, Persistence's or PSC's inability to
satisfy the conditions to closing of the merger, failure of Persistence's
stockholders to approve the merger, the risk that Persistence's business and
technology will not be integrated successfully, the receipt and shipment of new
orders for the combined company, the timely release of enhancements to the
combined company's products, the growth rates of certain market segments, the
positioning of the combined company's products in those market segments,
variations in the demand for customer service and technical support from the
combined company, pricing pressures and the competitive environment in the
software industry, business and consumer use of the Internet, and the combined
company's ability to penetrate international markets and manage its
international operations. PSC and Persistence disclaim any intent or obligation
to update publicly any forward-looking statements whether in response to new
information, future events or otherwise. For further information regarding risks
and uncertainties associated with PSC and Persistence and information concerning
the merger, please refer to PSC's and Persistence's filings with the Securities
and Exchange Commission, including PSC's and Persistence's annual reports on
Form 10-K for the fiscal years ending 2003 and subsequently filed reports.