Borland Signs Definitive Agreement to Acquire Starbase Corporation in an All-Cash Tender Offer
Wednesday October 9, 8:30 am ET
biz.yahoo.com
SCOTTS VALLEY, Calif. & SANTA ANA, Calif.--(BUSINESS WIRE)--Oct. 9, 2002--
Will Expand Borland's Presence in the Application Development
Lifecycle Market; Conference Call Scheduled for
October 9, 2002, 7 a.m. Pacific Time
Borland Software Corporation (Nasdaq:BORL) and Starbase Corporation (Nasdaq:SBAS) today jointly announced they have signed a definitive agreement pursuant to which Borland will acquire Starbase in an all-cash tender offer for an aggregate purchase price of approximately $24 million or $2.75 per share. Starbase's products will complement and expand Borland's suite of products and address a market estimated to reach $1 billion by 2004, according to industry research firm META Group.
Headquartered in Santa Ana, California, Starbase is a leading provider of software configuration management technology. With more than 4,200 customers worldwide, Starbase Corporation delivers an end-to-end software lifecycle solution covering requirements definition and management, application software and content development, and change and configuration management.
Borland's President and CEO Dale L. Fuller said, "As a leader in software development, Borland solutions accelerate the time it takes to create business applications so that enterprises can compete more effectively. We believe time-to-market demands will continue to compress the development process, making integrated solutions paramount. The acquisition of Starbase advances our goal of integrating all phases of software development into a single, seamless solution that unifies the design, development, testing, and deployment phases of the software application lifecycle.
"We are strengthening Borland's ability to provide customers with platform-independent technologies that maximize team productivity, ensure higher-quality code, and reduce total cost of ownership," added Mr. Fuller. "At the end of the day, whether it's Java, Linux, or .NET, Borland helps enterprises make it faster and better."
President and CEO of Starbase Corporation James Harrer commented, "Borland is a market leader in software development, and it is an exciting time for us to join forces with a growing company that shares our commitment to development-centric software solutions. Borland has the management team, financial strength, and worldwide distribution network to truly leverage our technology into the market. As Borland integrates Starbase's complementary technologies, we will enable software development teams to enhance productivity across all phases of the application lifecycle. We are very excited about the opportunities presented by this transaction."
Borland's Executive Vice President and Chief Financial Officer Frederick A. Ball said, "Starbase is recognized for its market-leading solutions in the areas of requirements management, version control, collaboration, and defect tracking. By tightly integrating Starbase's technology with Borland's, we believe we can create a more competitive solution that meets the needs of a growing market. Through the integration of Starbase's organization and leveraging their assets, we believe we can achieve synergies that will deliver higher revenues, operating income, and earnings."
Subsequent to closing, Starbase's product lines will be distributed globally through Borland's direct and indirect channels.
"With more than $305 million in cash and equivalents at June 30, 2002, it is our goal to continue to employ these valuable assets in ways that will enhance shareholder value. We believe that thoughtful, well-executed acquisitions will provide new growth opportunities that enhance our existing businesses, further strengthen our market leadership, and help us achieve sustainable, long-term, and profitable growth," concluded Mr. Ball.
About the Transaction
Under the terms of the agreement, Borland will commence an all-cash tender offer to acquire all of the outstanding shares of Starbase at a price of $2.75 per share, followed by a merger in which the holders of the remaining outstanding shares of Starbase common stock will receive the same cash price per share. Borland has also agreed to make available to Starbase bridge financing of $2 million to fund its operations until the transaction is completed.
The acquisition has been approved by the boards of directors of Borland and Starbase and is subject to customary closing conditions.
Bear, Stearns & Co. Inc. acted as Borland's exclusive financial advisor, and SG Cowen acted as Starbase's exclusive financial advisor with respect to this transaction. |
