SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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ss. 240.14a-12
PERSISTENCE SOFTWARE, INC.
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(Name of Registrant as Specified In Its Charter)
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In connection with the merger, Persistence Software 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.
Progress Software, Persistence Software 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.
The following is an email dated August 27, 2004 (including a press release and
two FAQs) from Christopher Keene, the Chief Executive Officer of Persistence
Software, Inc., to employees of Persistence Software in connection with the
announcement of an Agreement and Plan of Merger (the "Merger Agreement") among
Persistence Software, Progress Software Corporation and PSI Acquisition Sub,
Inc. In addition, there is a series of slides, dated August 27, 2004, which were
shown to Persistence employees in connection with the announcement of the Merger
Agreement.
i
- -----Original Message-------
From: Chris Keene [mailto:ckeene@persistence.com]
Sent: Monday, September 27, 2004 6:12 AM To:
Organization Persistence
Subject: Persistence acquisition by Progress
Persistence today is announcing that we have accepted an offer to be acquired by
the ObjectStore division of Progress Software. As part of this acquisition,
EdgeXtend will become the flagship caching product for ObjectStore.
In one step, this will give us the critical mass to bring our technology to a
much broader market. At the same time, this deal eliminates the "business
viability" questions that have made our sales efforts so difficult for the last
two years.
Since our founding, the goal of Persistence has always been to have our
technology win in the marketplace. Joining forces with Progress is our best path
to achieving this goal. This is an exciting step for Persistence. We will have
an all hands meeting at 10AM PDT to discuss the acquisition in more detail.
- - chris
Attachments:
1: Press Release
2: Persistence Employee FAQs
Conference call details for the all-hands meeting
When: Monday, Sep 27, 2004 10:00 AM (PDT). At the time of the meeting, click on
the following link to attend.
http://www.placeware.com/cc/persistence/join?id=PRSW &role=attend&pw=79RGT3
Audio Information: Conf ID: 6694894 - US 888 827-8686; International 303
928-2620; London 44 (0) 207 663 8005; Paris 33 01 73 01 47 05
Alternate Attend Instructions:
Go to: http://www.placeware.com/cc/persistence/join
Your Name: (enter your name)
Meeting ID: PRSW
Meeting Password: 79RGT3
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
1
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, market
acceptance of the application service provider distribution model, 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 undertake no obligation to update information contained in this
release unless required by law. 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 year ending 2003 and subsequently filed reports.
Christopher Keene, CEO
Persistence Software
www.persistence.com
650-372-3605
2
FREQUENTLY ASKED QUESTIONS
PROGRESS SOFTWARE ACQUISITION OF PERSISTENCE SOFTWARE
WHO IS PERSISTENCE?
Persistence is a publicly-held software company of approximately 40 employees,
with headquarters in San Mateo, CA. Founded in 1991, Persistence provides data
access and caching infrastructure software designed to eliminate data access
bottlenecks within enterprise applications by optimizing database access. Its
products provide a data services layer for data-intensive applications that
delivers breakthrough application performance, scalability, availability and
developer productivity, which translates to significant savings in
infrastructure and operational costs.
WHY THIS ACQUISITION?
ObjectStore, a Progress operating company, is pursuing growth opportunities in
the market for real-time data services (RTDS) solutions, and the addition of
Persistence accelerates the position ObjectStore has established. Historically,
ObjectStore has competed as a vendor of object databases and it continues to
offer the industry's leading product in that category. However, more recently,
ObjectStore has introduced products for event processing (ObjectStore Event
Engine, RFID Accelerator and Trading Accelerator) and data caching
(ObjectCache). Collectively, these initiatives provide real time data management
for service oriented architectures, or RTDS. Persistence products will
significantly enhance ObjectStore's ability to develop and deploy data caching
solutions, a key component of the RTDS strategy. Both ObjectStore and
Persistence believe that as organizations continue to deploy new
service-oriented architectures (SOA) or took for better ways to manage ever
increasing volumes of enterprise data and events, the ability to provide a
compelling set of data services - such as caching - for transaction-intensive,
distributed applications will be an important growth opportunity.
WHAT IS THE SYNERGY BETWEEN OBJECTSTORE AND PERSISTENCE?
1. SHARED VISION. ObjectStore and Persistence both provide RTDS products
that enable the real time enterprise, which can respond immediately to
fast-changing business events and data.
2. PRODUCT SYNERGY. Persistence has unique strengths in the area of
object-relational mapping and data modeling that enhance the
deployment of data caching solutions in distributed, multi-tiered
environments. Persistence also offers impressive flexibility with its
support for multiple programming language environments (C++, Java,
C#), multiple databases, and different application server
environments. These Persistence features are complementary to
ObjectStore's own performance and scalability strengths - available
through its Cache-Forward(TM) Architecture and Virtual Memory
Management technologies.
3. SHARED MARKET FOCUS. ObjectStore and Persistence both have a strong
presence in the financial services, transportation and
telecommunications markets, and provide technologies for enterprise
software developers and independent software vendors.
HOW WILL THIS AFFECT EXISTING PERSISTENCE CUSTOMERS?
Since Persistence technology will become an important component of ObjectStore's
real-time data service strategy, customers can expect a strong commitment to
research & development on the solid foundation of Persistence technology.
WILL PERSISTENCE CONTINUE AS A SEPARATE OPERATION?
Persistence products, management, and customers will, upon completion of the
acquisition, become part of the ObjectStore operating company of Progress.
Persistence products will be marketed and sold by ObjectStore and current
Persistence customers will be supported by ObjectStore. In parallel with this
acquisition, ObjectStore intends to organize its operations into three
complementary "lines of business" (LOBs). One of those LOBs will focus on data
caching with Chris Keene, currently CEO of Persistence, assuming a leadership
role in that effort. Other parts of Persistence (development, support, sales,
etc.) will be integrated into their respective groups within ObjectStore.
3
WILL THIS IMPACT EXISTING OBJECTSTORE PRODUCTS AND HOW?
EdgeXtend will become the ObjectStore caching solution. EdgeXtend reflects no
change in ObjectStore's previously articulated caching strategy, but EdgeXtend
product strengths will accelerate ObjectStore's ability to fulfill that
strategy.
WHAT IS THE TRANSACTION BEING ANNOUNCED?
Progress Software and Persistence Software have signed a definitive agreement by
which Progress Software will acquire Persistence Software in an all-cash
transaction for a purchase price of $5.70 per share or approximately $16 million
in the aggregate.
WHAT IS THE TIMETABLE?
Progress and Persistence signed a definitive agreement on September 26th. The
transaction is subject to Persistence stockholder approval and government review
of filings with the Securities and Exchange Commission (SEC). This process may
take up to 90 days, which should have the acquisition formally completed before
the end of the calendar year.
DOES PERSISTENCE HAVE INTELLECTUAL PROPERTY OF VALUE?
Persistence has been awarded a number of patents in the area of
object-relational mapping and caching, and has other patent applications
pending. These patents validate the strong technological foundation upon which
Persistence products were built and will extend the technological strengths
already incorporated with ObjectStore's core Cache-Forward(TM) Architecture.
WILL THIS ACQUISITION IMPACT OTHER PROGRESS COMPANIES: OPENEDGE, SONIC,
PEERDIRECT, DATADIRECT?
The primary focus of this acquisition is enhancing the data caching capabilities
of ObjectStore's real-time data services initiatives.
WHAT IS THE IMPACT OF THIS ACQUISITION ON PROGRESS SOFTWARE'S FINANCIAL OUTLOOK?
The impact of this acquisition on Progress Software's fiscal 2004 or fiscal 2005
financial results will depend on the timing of the close. Progress currently
anticipates that the acquisition of Persistence will add $8 million to $9
million in revenue for the first year and be cash flow positive. Progress
expects the one-time non-cash acquisition-related charge for in-process research
and development to be less than $1 million and the annual non-cash charge for
amortization of acquired intangibles to be less than $1 million per year.
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, market
acceptance of the application service provider distribution model, 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 undertake no obligation to update information contained in this
release unless required by law. 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 year ending 2003 and subsequently filed reports.
4
FREQUENTLY ASKED QUESTIONS
PERSISTENCE SOFTWARE ACQUISITION BY PROGRESS SOFTWARE
WHO IS PROGRESS SOFTWARE?
Progress Software Corporation (PSC) is a $300M data management software company
based in Bedford, MA. The flagship product of their main division is a complete
application development and deployment environment, OpenEdge, that includes one
of the market's leading embedded databases. Progress also comprises four
additional operating units that include DataDirect (data connectivity), Sonic
(enterprise integration and messaging); PeerDirect (application deployment and
data synchronization) and ObjectStore (real-time data management and data
services).
Progress plans to integrate Persistence within ObjectStore
(www.objectstore.net). ObjectStore, also based in Bedford, MA and has about 50
employees. ObjectStore came to PSC through the December 2002 acquisition of
eXcelon, whereby eXcelon's database group was integrated within Progress as the
ObjectStore division. ObjectStore is both the name of the object database
product and the business unit within Progress.
WHY THIS ACQUISITION?
ObjectStore, a Progress operating company, is pursuing growth opportunities in
the market for real-time data services (RTDS) solutions, and the addition of
Persistence accelerates the position ObjectStore has established. Historically,
ObjectStore has competed as a vendor of object databases and it continues to
offer the industry's leading product in that category. However, more recently,
ObjectStore has introduced products for event processing (ObjectStore Event
Engine, RFID Accelerator and Trading Accelerator) and data caching
(ObjectCache). Collectively, these initiatives provide real time data management
for service oriented architectures, or RTDS. Persistence products will
significantly enhance ObjectStore's ability to develop and deploy data caching
solutions, a key component of the RIDS strategy. Both ObjectStore and
Persistence believe that as organizations continue to deploy new
service-oriented architectures (SOA) or look for better ways to manage ever
increasing volumes of enterprise data and events, the ability to provide a
compelling set of data services - such as caching - for transaction-intensive,
distributed applications will be an important growth opportunity.
WHAT IS THE SYNERGY BETWEEN OBJECTSTORE AND PERSISTENCE?
1. SHARED VISION. ObjectStore and Persistence both provide RIDS products
that enable the real time enterprise, which can respond immediately to
fast-changing business events and data.
2. PRODUCT SYNERGY. Persistence has unique strengths in the area of
object-relational mapping and data modeling that enhance the
deployment of data caching solutions in distributed, multi-tiered
environments. Persistence also offers impressive flexibility with its
support for multiple programming language environments (C++, Java,
C#), multiple databases, and different application server
environments. These Persistence features are complementary to
ObjectStore's own performance and scalability strengths - available
through its Cache-Forward(TM) Architecture and Virtual Memory
Management technologies.
3. SHARED MARKET FOCUS. ObjectStore and Persistence both have a strong
presence in the financial services, transportation and
telecommunications markets, and provide technologies for enterprise
software developers and independent software vendors.
HOW WILL THIS AFFECT EXISTING PERSISTENCE CUSTOMERS?
Since Persistence technology will become an important component of ObjectStore's
real-time data service strategy, customers can expect a strong commitment to
research a development on the solid foundation of Persistence technology.
WILL PERSISTENCE CONTINUE AS A SEPARATE OPERATION?
Persistence products, management, and customers will, upon completion of the
acquisition, become part of the ObjectStore operating company of Progress.
Persistence products will be marketed and sold by ObjectStore and current
Persistence customers will be supported by ObjectStore. In parallel with this
Persistence Software Confidential - Do Not Distribute Outside of Persistence
5
acquisition, ObjectStore intends to organize its operations into three
complementary "lines of business" (LOBs). One of those LOBs will focus on data
caching with Chris Keene, currently CEO of Persistence, assuming a leadership
role in that effort. Other parts of Persistence (development, support, sales,
etc.) will be integrated into their respective groups within ObjectStore.
WILL THIS IMPACT EXISTING OBJECTSTORE PRODUCTS AND HOW?
EdgeXtend will become the ObjectStore caching solution. EdgeXtend reflects no
change in ObjectStore's previously articulated caching strategy, but EdgeXtend
product strengths will accelerate ObjectStore's ability to fulfill that
strategy.
WHAT IS THE TRANSACTION BEING ANNOUNCED?
Progress Software and Persistence Software have signed a definitive agreement by
which Progress Software will acquire Persistence Software in an all-cash
transaction for a purchase price of $5.70 per share or approximately $16 million
in the aggregate.
WHAT IS THE TIMETABLE?
Progress and Persistence signed a definitive agreement on September 26th. The
transaction is subject to Persistence stockholder approval and government review
of filings with the Securities and Exchange Commission (SEC). This process may
take up to 90 days, which should have the acquisition formally completed before
the end of the calendar year.
DOES PERSISTENCE HAVE INTELLECTUAL PROPERTY OF VALUE?
Persistence has been awarded a number of patents in the area of
object-relational mapping and caching, and has other patent applications
pending. These patents validate the strong technological foundation upon which
Persistence products were built and will extend the technological strengths
already incorporated with ObjectStore's core Cache-Forward(TM) Architecture.
WILL THIS ACQUISITION IMPACT OTHER PROGRESS COMPANIES: OPENEDGE, SONIC,
PEERDIRECT, DATADIRECT?
The primary focus of this acquisition is enhancing the data caching capabilities
of ObjectStore's real-time data services initiatives.
WHAT IS THE IMPACT OF THIS ACQUISITION ON PROGRESS SOFTWARE'S FINANCIAL OUTLOOK?
The impact of this acquisition on Progress Software's fiscal 2004 or fiscal 2005
financial results will depend on the timing of the close. Progress currently
anticipates that the acquisition of Persistence will add $8 million to $9
million in revenue for the first year and be cash flow positive. Progress
expects the one-time non-cash acquisition-related charge for in-process research
and development to be less than $1 million and the annual non-cash charge for
amortization of acquired intangibles to be less than $1 million per year.
6
WHAT ATTRACTED PROGRESS SOFTWARE TO PERSISTENCE?
The ObjectStore division of Progress initiated discussions with Persistence in
April. They approached Persistence because they see us as a leader in
object-relational mapping and caching, with a strong management team and staff,
and great customers.
TELL ME MORE ABOUT PROGRESS, ITS PRODUCTS AND ITS LOCATIONS.
The Progress Company provides software PRODUCTS for developing, deploying,
integrating and managing e-business solutions. The best place to learn about
Progress and its companies is at www.progress.com.
HOW ARE OBJECTSTORE'S PRODUCTS RELATED TO PERSISTENCE?
ObjectStore's flagship product is the ObjectStore database, capable of
supporting both complex data models and high volumes of real time transactions.
The company also markets an application that leverages the core ObjectStore
architecture for complex event processing such as RFID, ObjectStore Event
Engine. A caching product, ObjectCache, is also based upon the same core
architecture. Though ObjectCache has a strong underlying architecture for
caching in terms of performance, scalability, cache persistence, and
transactional support, it lacked the strength of object-relational mapping
capabilities, the breadth of languages, and the support for multiple databases
that are available with Persistence.
DO THEY SERVE THE SAME CUSTOMERS AS WE DO? DO WE COMPETE?
ObjectStore sells to many of the same markets as we do - Finance,
Telecommunications, Transportation, and Government among them.
HOW WILL OUR PRODUCTS INTEGRATE WITH PROGRESS PRODUCTS?
The plan is that EdgeXtend will become the flagship O/R mapping and caching
product for the ObjectStore division. Over time, ObjectStore plans to add
capabilities from its core ObjectCache product architecture to enhance
EdgeXtend. Our products will be positioned as completely complementary to the
existing object database products.
HOW WILL THE MERGER IMPACT OUR CUSTOMERS?
Over the last 3 years, customers have occasionally shared with us their concerns
about doing business with a small technology company. Given that ObjectStore is
committing to EdgeXtend as its strategic caching solution going forward, we
believe our customers will see this as enormously positive. As a company with
annual revenues that exceed $300M and consistent profitability, Progress
provides tremendous stability and assurance to those customers.
WHAT IS THE PROCESS FOR THE MERGER? WHAT IS THE TIMEFRAME? WHEN DO WE START
OPERATING AS PROGRESS EMPLOYEES?
The next several months will be a transition period during which the form of the
merged company will be finalized. You may see - and be involved in - lots of
activity, or you may feel as if nothing is happening at all. (Do not assume your
lack of involvement in transition activities is bad. It means you are continuing
to focus on and perform the critical activities related to conducting our
business!) You will, however, receive continual updates on the merger to keep
you informed of how the transaction is progressing. Typically, these
transactions are completed within 90 days of the signing of the definitive
agreement - after SEC regulatory and stockholder approvals have been obtained.
WHAT IS THE PLAN FOR OUR CURRENT EDGEXTEND PRODUCTS?
The EdgeXtend products will become the core O/R mapping and caching offering for
the ObjectStore division. Over time, features of the current object caching
product from ObjectStore will be added to EdgeXtend. ObjectStore will continue
to support our non-EdgeXtend products, as well.
Through the integration of the ObjectStore technology, collaboration with the
existing ObjectStore development team, and selective investment, the product
roadmap for the EdgeXtend will be accelerated as well as expanded in scope.
7
WILL THERE BE IMPACT ON STAFFING?
Persistence has approximately 40 employees. Most of these employees will become
part of the ObjectStore unit. PSC is committed to aggressively retain the top
talent at Persistence. The exact details of the organizational plan is not yet
known and will be part of the integration planning that occurs between the
Definitive Agreement and the closing. There should be no discernible impact on
staffing within other parts of Progress or any of its operating units.
WILL PERSISTENCE EMPLOYEES OR OFFICES BE RELOCATED?
There are no present plans to relocate employees or offices. Persistence is
headquartered in San Mateo, CA and has additional facilities in San Diego and
Surrey (UK), all of which will be retained after completion of the acquisition.
There may be career opportunities in Bedford that would require individuals to
relocate.
WILL THIS ANNOUNCEMENT DISRUPT PERSISTENCE'S ABILITY TO GENERATE REVENUES?
We anticipate no disruption. As part of the announcement activities, we are
contacting customers and prospects via email, letters, and - in some cases -
telephone calls, to explain the acquisition and the positive ramifications on
their existing or prospective purchases. As integration teams begin to plan for
combined operations, careful attention will be given to maintaining and
improving results in the different operational areas once the acquisition is
complete. We hope the announcement has a positive impact on Persistence product
revenues.
HOW WILL THIS AFFECT PERSISTENCE CUSTOMERS?
Persistence customers will become ObjectStore customers. These customers
represent an important asset and ObjectStore is committed to their support. Many
Persistence customers are large Global 2000 organizations and will benefit
significantly with the alignment of Persistence, a small, talented company, with
the size and financial stability of Progress Software Corporation (PSC). PSC
acquired Persistence because it believes in the strength and value of
Persistence technology, and PSC plans to use that technology as a foundation for
product development going forward. Furthermore, PSC has a history of commitment
to the customers and products of the companies that it acquires. Note that this
acquisition itself reflects an effort to deliver new capabilities to a PSC
business unit that came to PSC by way of the eXcelon acquisition in December of
2002.
WHAT IS THE PLAN FOR PERSISTENCE TECHNOLOGY WITHIN THE OBJECTSTORE UNIT?
Upon completion of the transaction - currently expected by end of calendar year
- - Persistence's EdgeXtend will become the ObjectStore caching product, replacing
the currently marketed ObjectCache. Existing caching customers who use the
current ObjectStore-based products will continue to be fully supported.
WHAT HAPPENS BETWEEN NOW AND CLOSING?
The deal is expected to be complete by end of the calendar year. Business
integration teams involving all parts of PSC and Persistence will be formed to
develop and execute integration plans. These teams will be planning everything
from organizational issues and budgets to communications and schedules. There
will be a detailed integration plan for each functional area of the business
ready to execute starting the day of the closing.
WHEN WILL THE COMPANY INTEGRATION PROCESS BE COMPLETE?
The time required to execute the integration plans will vary by functional area,
but all organizational changes should be fully implemented within a few weeks of
closing, and all additional operational matters fully integrated within six
months.
WHAT SHOULD I DO IF SOMEONE CALLS ME ABOUT THE PROPOSED ACQUISITION?
Given the rules associated with acquisitions of public companies, there is
little information that can be provided in advance of the actual close of the
transaction, other than information that is otherwise publicly available via the
press release (available on both Persistence and ObjectStore web sites) and the
public FAQs. Inquiries should be referred to those sources.
WHAT SHOULD WE SAY TO PROSPECTS AND CUSTOMERS BETWEEN NOW AND THE CLOSING?
You can speak generally about the reasons for the acquisition, as described in
the public FAQs. Until completion, we remain two separate, independent public
companies. Neither marketing nor sales activity can reflect any presumptions
about the transaction other than referencing publicly available information in
the
8
press release and public FAQs. You should not provide this document. Rather,
refer them to the web site for the press release and other materials.
The plan is that EdgeXtend will become the flagship O/R mapping and caching
product for the ObjectStore division. Over time, ObjectStore plans to add
capabilities from its core ObjectCache product architecture to enhance
EdgeXtend. Our products will be positioned as completely complementary to the
existing object database products.
HOW WILL THE MERGER IMPACT OUR CUSTOMERS?
Over the last 3 years, customers have occasionally shared with us their concerns
about doing business with a small technology company. Given that ObjectStore is
committing to EdgeXtend as its strategic caching solution going forward, we
believe our customers will see this as enormously positive. As a company with
annual revenues that exceed $300M and consistent profitability, Progress
provides tremendous stability and assurance to those customers.
WHAT IS THE PROCESS FOR THE MERGER? WHAT IS THE TIMEFRAME? WHEN DO WE START
OPERATING AS PROGRESS EMPLOYEES?
The next several months will be a transition period during which the form of the
merged company will be finalized. You may see - and be involved in - lots of
activity, or you may feel as if nothing is happening at all. (Do not assume your
lack of involvement in transition activities is bad. It means you are continuing
to focus on and perform the critical activities related to conducting our
business!) You will, however, receive continual updates on the merger to keep
you informed of how the transaction is progressing. Typically, these
transactions are completed within 90 days of the signing of the definitive
agreement - after SEC regulatory and stockholder approvals have been obtained.
WILL ALL EMPLOYEES BECOME EMPLOYEES OF PROGRESS SOFTWARE CORPORATION (PSC)?
Yes, all employees will be employed by PSC upon the successful close of the
acquisition. The process whereby this will occur is as follows: For US
employees, welcome letters will be distributed closer to the closing date. For
international employees, it will be governed by local statutory requirements.
During the transition period, we will be reviewing any potential redundancy
positions between the two companies which may result in a limited reduction in
force after the acquisition.
WILL MY JOB RESPONSIBILITIES CHANGE?
During the transition, your job responsibilities will not change. You may be
asked to support the transition in some manner, but our primary focus will
continue to be meeting our customers' needs and managing Persistence's business.
After the close, we will be part of the ObjectStore team working on common
business goals. As the business evolves, positions may as well.
WILL MY MANAGER CHANGE?
In most cases, your manager and your teams will remain the same.
WILL THE CURRENT PERSISTENCE OFFICES REMAIN OPEN?
Yes, the San Mateo, San Diego and Surrey offices will remain open.
WILL ANYONE HAVE TO RELOCATE?
In general, the business will continue to operate in its current locations.
However, there may be career opportunities for individuals in Bedford that would
require relocation.
HOW MANY EMPLOYEES ARE THERE AT PSC OVERALL?
Currently, there are over 1500 employees worldwide in PSC in 27 countries around
the world. The three largest operating companies are the Progress Company, Sonic
Software and Data Direct. There are just over 1000 employees in the Progress
Company, 180 in Sonic Software and 170 in Data Direct. The balance is in
PeerDirect, PSC Labs and corporate organizations (finance, facilities,
distribution, communications, IT, etc).
WHAT IS THE COMPANY CULTURE LIKE (E.G. DRESS CODE, FLEX TIME, FORMALITY)?
PSC has an open and entrepreneurial culture where we value employee
contributions and successes. Our values focus on leadership in the market,
strong financial performance, partner and customer focus,
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employee professional growth and honesty and integrity. We have no formal dress
code and casual attire is welcomed. Flex time practices are left to the managers
of individual departments.
WILL MY HIRE DATE CHANGE?
Persistence employees will retain their service date, which will apply to all
appropriate benefit programs. Further details will be provided with your welcome
letter which will be distributed closer to the close date.
WILL THERE BE CHANGES TO MY CURRENT COMPENSATION?
Compensation will remain as is and any compensation plans, such commission
plans, will remain for the balance of Persistence's established fiscal year. We
anticipate that, after the close, potentially beginning January 1, 2005,
compensation plans will be adjusted based upon newly established business goals
for the balance of Progress' fiscal year which ends in November.
WILL MY COMMISSION PLAN OR TERRITORY CHANGE?
We do not expect that there will be changes in 2004. Established commission
plans and sales territories are likely to remain the same through the end of the
year. For 2005, it is anticipated that Progress compensation plans will be put
in place.
WILL MY CHECK SAY PROGRESS OR PERSISTENCE? DOES PROGRESS PAY BIWEEKLY AS
PERSISTENCE DOES? WILL MY CHECKS CONTINUE TO BE DIRECT DEPOSITED?
In the US, once Persistence employees have been transitioned onto Progress'
payroll, targeted for January 1, 2005, the paychecks will say Progress Software
Corporation. Progress pays semi-monthly on the 5th and 20th of each month.
Progress does provide direct deposit as a payroll service and will advise on the
specifics as the payroll transition approaches.
WHAT WILL HAPPEN TO OUR BENEFITS?
It is Progress' intention to transition Persistence employees onto Progress'
benefit programs and will do so in a thoughtful way and as smoothly as possible
for employees. This may mean many Persistence benefits programs will remain in
place until a time after the closing date when it will be easier to transfer to
a new plan. As details become available, they will be communicated.
Progress offers a complete benefit package for its employees. Highlights of the
US benefit package include:
o A comprehensive PPO medical plan through Aetna.
o A comprehensive dental plan available through Delta Dental.
o A 401(k) plan managed through Fidelity with a discretionary
company match based on attaining corporate financial goals and
subject to service requirements. For FY03, the company match was
104% up to a deferral rate of 6% of the first $200,000 of an
employee's compensation.
o Income protection coverage with short term and long term
disability and employee life insurance all paid by the Company;
optional life insurance available for employee, spouse, and
dependent children.
o Flexible spending reimbursement accounts to reimburse you for
certain health and dental expenses.
o An innovative Employee Stock Purchase Plan where employees can
purchase PSC stock at a 15% discount with an extended offering
period of 27 months (versus 6 months typically), to maximize the
potential for gains.
o Time off policies allowing for employee flexibility - includes a
competitive vacation package and holiday pay.
Complete details of PSC's benefit package and costs will be provided as we
move closer to the actual close. As indicated above, Persistence employees
will retain their service date, which will apply to all appropriate benefit
programs.
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HOW DOES THIS AFFECT MY STOCK OPTIONS?
Your vested stock options that are in the money (e.g., the option price is less
than the offer price) will be converted into cash payments equal to the offer
price less the option price times the number of vested options. Your unvested
options will be cancelled, with the exception of the 12/18/03 grants, whose
vesting will be accelerated by approximately one month to trigger the one year
cliff vesting of 50% of those shares. So for example, if you received a grant of
2,000 shares on 12/18/03, one half, or one thousand of those shares will be
vested as of the closing date.
HOW DOES THIS AFFECT MY ANNUAL BONUS?
Progress intends to honor the spirit of the Persistence annual bonus program.
Provided that Persistence obtains specific revenue targets for Q4, progress will
pay an employee bonus in february of next year.
HOW DOES THIS IMPACT ESPP? WHAT WILL HAPPEN WITH MY CURRENT CONTRIBUTIONS?
Just as the stock option plan will end, Persistence's ESPP will eventually be
terminated. Options regarding when that plan will end are currently being
discussed. We are required to provide advance notice of any changes in the plan,
thus when a decision has been finalized, a separate communication will be
distributed to employees.
WHAT IF I HAVE AN EMPLOYMENT VISA WITH PERSISTENCE?
Employment visas will transfer to Progress as part of the transaction. Progress
is committed to working with their foreign national employees to manage their
specific visa and residency application needs.
AM I ABLE TO BUY OR SELL PERSISTENCE STOCK - ARE THERE ANY LIMITATIONS ON THESE
ACTIVITIES DURING THIS TIME?
Yes, there are limitations on buying and selling Persistence and Progress stock
at this time. If you have questions or would like further clarification, please
contact persistence legal counsel.
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[PROGRESS SOFTWARE LOGO]
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.
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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
modem 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).
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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.
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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.
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