Jim. Here's the internal release I said I would post tonight on Unison
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*** Resending note of 09/15/97 11:50
IBM Global Services PROFS ID: RALVM17/JANTOL
e-mail: jantol@vnet.ibm.com
Subject: NO SUBJECT
To: JANTOL --RALVM17
From: Joe Antol
IBM Global Services PROFS ID: RALVM17/JANTOL
e-mail: jantol@vnet.ibm.com
Subj:
IBM'S Tivoli Systems and Unison Software Merger Agreement Announcement
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IBM'S Tivoli Systems and Unison Software Merger Agreement Announced
September 15, 1997
Press Release:
Tivoli Systems, a subsidiary of IBM, and Unison Software, Inc. (NASDAQ:
UNSN), a leading developer of workload management software for
distributed computing environments, today announced a definitive merger
agreement under which IBM will acquire Unison, based in Santa Clara,
California.
Under the terms of the agreement, which is subject to Unison shareholder
approval and other standard conditions to closing, each share of Unison
common stock will be converted in the merger into the right to receive
$15 in cash or IBM common stock, at the shareholder's election.
Shareholders may elect to receive up to approximately one-half of the
total value of the transaction in cash. The net cost of the transaction
to IBM will be approximately $170 million. The two largest shareholders,
who also are officers and directors of Unison, have agreed to vote their
shares (which represent approximately 32% of Unison's outstanding common
stock) in favor of the merger.
The merger will combine Tivoli's TME 10 product suite and Unison's
products, simplifying applications management operations between
mainframe and client/server environments and providing seamless end-to-
end solutions. Tivoli and Unison customers will benefit from this
acquisition in a number of ways, including the addition of a core, cross-
platform distributed job scheduling offering for all Tivoli-supported
environments; an integrated host and distributed job scheduling solution
with a common user interface; and output management capabilities.
"IBM's leadership in managing computer networks for our customers'
competitive advantage is unchallenged," said John M. Thompson, IBM senior
vice president and Software Group executive. "The combination of Tivoli
and Unison gives us great synergy in the marketplace, expands our product
line and solves the business needs of customers."
"Customers have told us that they're looking for one-stop shopping when
it comes to managing production workflow in their enterprise management
operations," said Frank Moss, Tivoli Chief Executive Officer and General
Manager of IBM's systems management software unit. "Unison brings a
leadership systems management product, tight integration with Tivoli's
flagship TME 10 management solutions, and a strong existing partnership
with both Tivoli and its major customers around the world that improves
the way customers run their businesses."
"Teaming with the industry's systems management leader offers customers
the end-to-end enterprise management solution they've been looking for,"
said Unison CEO Don Lee. "We've worked with Tivoli over the past four
years, and we share their vision, their commitment to customers and a
similar corporate culture. The Tivoli direct sales force, coupled with
our team of dedicated employees, will offer great leverage to expand our
global market reach."
The acquisition of Unison further enhances Tivoli's applications
management offering. A founding member of Tivoli's 10/Plus Association,
Unison offers a Tivoli-Ready module that easily integrates Unison Maestro
with Tivoli's TME 10. Unison also has integrated Maestro with Tivoli's
host job scheduling offering, TME 10 OPC, to allow communication between
the two products.
"Today's announcement validates Tivoli's commitment to the philosophy of
providing customers open technology, open partnerships and open business
practices that support the integration of existing customer applications
into the TME 10 management environment," said Tivoli President and Chief
Operating Officer Jan Lindelow. "With the merger of Unison's Maestro
into the TME 10 framework, customers will be able to deploy an integrated
job scheduling solution with a single view that spans from the data
center to the desktop."
Tivoli Systems provides TME 10, the industry's leading solution for end-
to-end management of distributed computing environments, from mobile
computers to mainframes. Thousands of companies around the globe use TME
10 and compatible third-party products to reduce the cost and complexity
of managing networks, systems, databases and applications. Headquartered
in Austin, Texas, Tivoli is an IBM Company. Tivoli distributes its
products worldwide, through a network of domestic and international sales
offices, system integrators, resellers and IBM sales channels.
For more information, visit Tivoli's World Wide Web site at:
tivoli.com
Founded in 1979, Unison Software, Inc. has been cited by Business Week
magazine for two consecutive years as one of the "Top 100 Hottest
Companies," and it posted record annual revenues, for the year ending May
31, 1997, of $39.8 million, a 32% increase from $30 million for fiscal
year 1996. The company's 4,500 -plus customer base includes such Fortune
1000 companies as General Electric, the 3M Corporation, Nestle USA, Home
Depot, Motorola and Mobil Oil. For more information, visit Unison's
World Wide Web site at:
unison.com |
