Borland to Acquire Visigenic to Accelerate Growth in Enterprise Computing Market
PR Newswire - November 18, 1997 07:34
BORL VSGN %CPR %MLM %TNM V%PRN P%PRN
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Acquisition of Leading Supplier of CORBA-Based Object Middleware Would
Establish Borland as Leader in Distributed Enterprise Computing
Borland Aims to Extend Success of VisiBroker ORB as De Facto
Standard in Computer Industry
LAS VEGAS, Nov. 18 /PRNewswire/ -- Borland International, Inc.
(Nasdaq: BORL), a leading supplier of application development technologies for
client/server and multi-tier applications, today announced it has signed a
definitive agreement to acquire San Mateo, Calif.-based Visigenic Software,
Inc. (Nasdaq: VSGN), the leading provider of Object Request Broker (ORB)
technology to the computer industry, in a stock-for-stock acquisition. The
companies announced the agreement today at COMDEX, the world's largest
technology conference and trade show.
Under the terms of the agreement, Visigenic stockholders will receive
.81988 of a share of Borland common stock for each outstanding share of
Visigenic common stock. Approximately 12.5 million shares of Borland common
stock will be issued at the close of the transaction, which is estimated to
occur in the first quarter of calendar year 1998. The board of directors of
both companies have approved the acquisition, which is subject to approval by
the stockholders of both companies, as well as to customary regulatory
approvals. The transaction is intended to qualify for a pooling of interests
accounting treatment.
Borland is a leading platform-independent supplier of object-oriented,
component-based development environments and intelligent middleware for
building corporate client/server and multi-tier applications. Borland has 14
years of recognized technology leadership with over 3,000,000 customers and
broad distribution worldwide.
Visigenic is a leading provider of CORBA (Common Object Request Broker
Architecture) distributed object technology for integrating heterogeneous
software environments. Through its extensive license agreements with major
information technology leaders such as Oracle, Netscape, Novell and Sybase,
Visigenic has established its VisiBroker as a de facto standard ORB technology
in the computer industry.
Borland Chairman and CEO, Del Yocam, said the acquisition of Visigenic is
aimed at accelerating the company's growth as a key technology provider for
the enterprise market. The addition of Visigenic's pioneering distributed
object technologies will allow Borland customers to mix legacy, client/server,
Internet, and object-based applications into a single, distributed Information
Network application. Information Network applications allow organizations to
give their employees, customers and suppliers access to real-time, meaningful
information from corporate data sources across the enterprise. The
combination of Borland and Visigenic technologies will allow Borland customers
to develop, deploy, and manage sophisticated distributed applications on
multiple platforms, including Windows, Unix, AS/400, and MVS.
"Our acquisition of Visigenic represents the next step in our ongoing
turnaround initiative," said Yocam. "Earlier this year, I outlined an
aggressive program to restore financial stability and profitability to
Borland. We recently reported our second quarter of profitability and have
made significant progress toward meeting our turnaround goals. With the
agreement to acquire Visigenic, we now embark on the next major phase of our
turnaround, which is aimed at providing enhanced long-term strategic growth
opportunities for our shareholders and employees.
"Visigenic is recognized as a premier provider of solutions in an emerging
and extremely important segment of the market," said Yocam. "Our acquisition
of Visigenic will provide Borland with leading-edge technology for managing
distributed objects, and expands our sales, support, and consulting
infrastructure to support our growing enterprise customer base. This
acquisition clearly establishes Borland as a leader in distributed enterprise
computing."
Yocam added that Borland is firmly committed to continuing the momentum
Visigenic has created through its extensive VisiBroker licensing agreements
and corporate sales.
"Throughout its history, Borland has helped to radically improve the way
software applications are developed and managed," said Roger Sippl, founder,
chairman and CEO, Visigenic Software. "Distributed object computing, driven
by the rapidly emerging market for corporate Internet/intranet applications,
management represents the future of enterprise application development.
Borland's and Visigenic's combined products and technologies provide a
complete solution for companies faced with the need to integrate traditional
client/server and legacy applications with new distributed CORBA, Java and
Internet-based applications."
In connection with the acquisition, Borland announced that Sippl, who was
also the founder of Informix Corporation and Vantive Software, will become
Borland's chief technology officer following the completion of the
transaction. Rick LeFaivre, Borland's current CTO and vice president of
research and development for Borland, will head research and development for
the combined company following the completion of the transaction. Borland
also announced that it intends to maintain a development office at Visigenic's
current headquarters in San Mateo.
Borland: A New Leader in Distributed Enterprise Computing
Borland's proposed acquisition of Visigenic is intended to establish the
company as a leader in one of the most significant trends impacting enterprise
computing today: distributed enterprise computing.
The widespread connectivity of the Internet and the instant availability
of data have created unprecedented demand on IT organizations to create new
applications and infrastructure that provide real-time information to
employees, customers and suppliers in a meaningful way. In order to meet this
demand, corporate IT managers must find a way to build new, easy-to-use
applications that leverage data stored on a multitude of platforms throughout
the enterprise. Many corporations have already recognized that they must move
beyond the monolithic mainframe architecture and the limited scalability of
two-tier client/server architecture to a more flexible, distributed computing
architecture for the enterprise. A component-based, distributed computing
model enables IT organizations to build an infrastructure that is adaptive to
ongoing change and responsive to market opportunities.
A distributed computing architecture is necessary to tie disparate
enterprise systems together. Middleware is the key technology used to connect
the business logic and components on the middle tier with client-based user
interfaces, and database management systems.
In the past year, there has been a tremendous growth in demand for newer
object-based middleware to create a distributed computing infrastructure.
Three trends have been at the heart of this growth: the growth of corporate
Internets and intranets, the widespread acceptance of Java as a platform-
independent, object-oriented language and environment for enterprise
computing, and the rapid maturation of the CORBA standard for object-based
middleware. Studies by both International Data Corporation and The Standish
Group show object-based middleware to be the fastest growing segment of the
middleware market.
Visigenic: A Leader in Object Middleware
Visigenic has emerged as a leading supplier of object middleware based on
the CORBA standard. Visigenic has developed broad technology partnerships
with over 100 leading IT vendors, including Borland, Oracle, Netscape, Novell,
Sybase, Business Objects, Silicon Graphics, and Hitachi. These partners are
embedding Visigenic's ORB technology in their new products and architectures,
which has resulted in widespread seeding of Visigenic's VisiBroker ORB as a de
facto standard.
Visigenic developed the first CORBA ORB written completely in Java for
building, managing and deploying distributed Java applications across multiple
platforms. VisiBroker for Java enables interoperable distributed applications
for the Internet, corporate intranet and enterprise computing environments
through a native implementation of CORBA's Internet Inter-ORB protocol (IIOP).
IIOP is a standards-based protocol for linking Java applications and
distributed objects, and has been adopted by many of the leading Internet and
enterprise software vendors.
Visigenic also offers a leading implementation of VisiBroker for C++ with
complete interoperability. VisiBroker is available for many platforms
including Sun Solaris HP-UX, IBM AIX, SGI IRIX, Digital UNIX, and Windows
95/NT.
A Complete, Integrated Solution
By combining Borland's world-class, object-oriented development
environments with Visigenic's distributed object middleware, the company will
be able to offer Corporate IT a complete, integrated solution for developing,
deploying and managing distributed enterprise applications.
"As part of our open architecture, Borland's objective is to support all
the major standards for distributed computing including Microsoft's COM,
DCOM/COM+ and ActiveX technologies, as well as open standards such as DCE,
RPC-based distributed computing technology with our Entera middleware
technology," said Rick LeFaivre, vice president of research and development
for Borland. "With the acquisition of Visigenic, a recognized CORBA expert,
we will be able to offer a unified middleware infrastructure that will allow
companies the flexibility to move from traditional, distributed and legacy
applications to object-based distributed applications.
"Borland and Visigenic have already worked closely together to integrate
our Java technologies," he added. "With this acquisition, we can take the next
step and provide corporations with a sophisticated, easy to implement solution
for meeting the growing demand from users for new Information Network
applications."
Borland also today announced the availability of JBuilder Client/Server
Suite, the company's visual development tool for building client/server and
multi-tier applications with "100% Pure Java." A key feature of JBuilder
Client/Server Suite is support for CORBA through the integration of
Visigenic's VisiBroker for Java. The integration of JBuilder and VisiBroker
gives the companies an important head start in delivering even deeper
integration within JBuilder and Borland's family of interoperable, object-
oriented development tools.
Expansion of Borland's Sales and Service
The acquisition of Visigenic will expand Borland's infrastructure for
providing complete solutions to enterprise customers. With the acquisition,
Borland will significantly expand both its field sales and telesales
organization. Borland will also add key support, training and consulting
operations, aimed at accelerating the company's growth in the enterprise
market.
Following the completion of the acquisition, Borland and Visigenic will
have combined partner programs with over 55 high-level systems integrators,
and more than 600 medium-sized/regional partners through each company's
solutions partners program.
About Visigenic
Visigenic is playing a key role in creating the foundation on which new,
mission-critical applications are being developed -- the open, distributed,
object-based architecture for the new global enterprise. Building on its
expertise in standards-based distributed object and data access technologies,
Visigenic has become the leading supplier of ORB technology to the software
industry. Visigenic products include VisiBroker for Java, and VisiBroker for
C++ and additional CORBA-based products. Recently, VisiBroker won DBMS
Magazine's 1997 Readers' Choice Award for best Object Request Broker.
Additionally Visigenic was identified by IDC, an independent market research
firm, as the fastest growing object middleware vendor in their "Middleware:
1997 Worldwide Markets and Trends" report. Additional information about
Visigenic may be obtained via the web at visigenic.com.
About Borland
Borland is a leading provider of high-quality software products for
corporate application developers worldwide. Borland is distinguished for its
award-winning family of rapid application development tools and scalable
middleware technology for desktop, client/server, Internet/intranet, and
enterprise systems. The company's products are supported through
comprehensive corporate and independent developer programs, value added
resellers, and systems integrators. Founded in 1983, Borland is headquartered
in Scotts Valley, California.
Forward-looking statements in this release, including but not limited to,
those concerning Borland's and/or Visigenic's future financial performance,
product availability dates, the potential benefits of the proposed
acquisition, and the potential features of or benefits to be derived from
Borland's or Visigenic's products, involve a number of uncertainties and
risks, (including those related to the possible inability to consummate the
transaction a the time estimated or at all) and actual events or results may
differ materially. Assuming consummation of this transaction, factors that
could cause actual events or results to differ materially include, among
others, the following: the risks associated with the integration of Borland's
and Visigenic's respective operations, technologies and products, possible
disruptive effects of organizational or personnel changes, shifts in customer
demand, market acceptance of the Borland's Visigenic's new or enhanced
products, delays in scheduled product availability dates, actions or
announcements by competitors, software errors, general business conditions and
market growth rates in the client/server and Internet software markets, and
other factors described in each company's S.E.C. reports on forms 10-, 10- and
8-K.
Borland product names are trademarks or registered trademarks of Borland
International, Inc.
SOURCE Borland International, Inc.
/EDITOR'S ADVISORY: Borland will be holding a press conference and
simultaneous conference call at 9:00 a.m. Pacific Time at the MGM Grand Hotel
-- Studio 1 -- in Las Vegas. Media or analysts wishing to participate in the
call should contact Susan Walker at Neale-May and Partners at 415-328-5555
X119/
/CONTACT: Borland Media Contact: Susan Walker of Neale-May & Partners,
415-328-5555 x119; Borland Financial Contact: Denise Franklin of Borland
International, Inc., 408-431-1525; Visigenic Media Contact: Bill Cox of The
Horn Group, 650-579-6449; or Visigenic Financial Contact: Casey Eichler of
Visigenic Software, Inc., 650-312-5139/
(BORL VSGN)
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