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To: KevinMark who wrote (26738)10/30/2001 8:04:03 AM
From: 2MAR$  Respond to of 208838
 
IBM And CrossWorlds Sign Agreement for Sale Of CrossWorlds Business to IBM;
Acquisition Strengthens IBM's WebSphere Integration Software Business


Business & Technology Editors

ARMONK, N.Y., & BURLINGAME, Calif.--(BUSINESS WIRE)--Oct. 30,
2001--IBM (NYSE:IBM) and CrossWorlds Software, Inc. (NASDAQ:CWLD)
today announced the two companies have entered into a definitive
agreement for IBM to acquire CrossWorlds in a cash transaction valued
at $129 million.
The acquisition further strengthens IBM's business in the
fast-growing e-business infrastructure software segment, a key
strategic priority for the company. IBM's WebSphere e-business
infrastructure software revenue grew 75% year-to-year in the third
quarter of 2001 -- the tenth consecutive quarter of double-digit
growth. And MQSeries, IBM's integration software, grew 129% in the
same time period.
According to IDC, software supporting the unique business-process
integration requirements of specific industries, such as CrossWorlds'
products, represents the fastest growing sub-segment of e-business
infrastructure software with annual growth of 25%. IDC estimates the
opportunity for this sub-segment will be $4 billion by 2005.
The acquisition extends the unparalleled breadth of IBM's
portfolio of e-business infrastructure software, known as middleware.
And it addresses a key customer need for solutions that include both
application server and integration software.
CrossWorlds is a leading provider of software enabling companies
to automate business processes that integrate multiple applications,
such as those for managing customer relationships and supply chains as
well as enterprise resource planning.
CrossWorlds' software, which supports open Internet standards such
as J2EE and XML, also helps businesses integrate processes unique to
individual industries such as the telecommunications, financial
services and industrial sectors, improving the efficiency and
productivity of internal operations as well as trading relationships.
Through a long-term partnership, CrossWorlds' software has been
integrated over the last four years with WebSphere middleware
products. For example, CrossWorlds has an OEM agreement with IBM for
MQSeries and has added WebSphere Application Server software
connectivity to its products.
CrossWorlds, based in Burlingame, California, has 350 employees
and a broad group of customers, such as Caterpillar, Siemens and the
Whirlpool Corporation. These customers use CrossWorlds and IBM
WebSphere products as their e-business infrastructure.
"Our customers have two primary requirements for e-business
infrastructure software -- managing high-volume transactions and the
integration of business processes," said Steve Mills, senior vice
president and group executive, IBM Software Group. "WebSphere helps
50,000 customers around the world manage billions of transactions per
day while also integrating business processes. CrossWorlds increases
our strength in integration software for a wide range of industries --
helping companies solve specific business-process integration problems
across the range of integration points unique to their industry."
"We are very excited to have our leading solution become a key
integration element within the WebSphere software platform," said Fred
Amoroso, president and chief executive officer at CrossWorlds
Software. "We believe the combination of CrossWorlds' leadership in
business process integration, IBM's leadership in messaging
integration and e-business infrastructure, and our shared commitment
to customer dedication will create an unmatched value proposition
within the industry."

Once the acquisition is completed, IBM will:

-- Integrate CrossWorlds' business operations and personnel into
the existing IBM division responsible for business integration
software, which is led by General Manager Ambuj Goyal;

-- Market and sell CrossWorlds' integration software products
worldwide through an integrated IBM and CrossWorlds software
sales force;

-- Extend investments in CrossWorlds products for current
customers and ISVs; and

-- Expand the opportunity for implementation services and extend
the current partnerships with leading global systems
integrators (GSIs).

In addition, IBM Global Services will include services capability
for CrossWorlds software in its worldwide Enterprise Application
Integration practice.
The acquisition is subject to CrossWorlds shareholder and
regulatory approvals, and is expected to close in the first quarter of
2002.

In connection with the merger, CrossWorlds Software will be filing
a proxy statement with the Securities and Exchange Commission.
STOCKHOLDERS OF CROSSWORLDS SOFTWARE ARE URGED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT CROSSWORLDS SOFTWARE, THE MERGER AND RELATED
MATTERS. Investors and security holders can obtain free copies of the
proxy statement when it becomes available by contacting [Investor
Relations], CrossWorlds Software, Inc., 577 Airport Boulevard,
Burlingame, California 94010 (Telephone: (650) 685-9000). Investors
and security holders will be able to obtain free copies of the proxy
statement and other documents filed by CrossWorlds Software and IBM
with the Securities and Exchange Commission in connection with the
merger at the SEC's web site at www.sec.gov.