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To: Glenn Petersen who wrote (50430)	7/28/2009 7:19:57 PM
From: stockman_scott	Respond to of 57684

IBM to Buy SPSS for $1.2 Billion (Update4) By Julie Alnwick and Kelly Riddell July 28 (Bloomberg) -- International Business Machines Corp., the world’s biggest computer-services provider, agreed to buy SPSS Inc. for about $1.2 billion in cash to gain software that helps businesses analyze and predict trends. The per-share price is $50, the companies said today in a statement. That is 42 percent more than Chicago-based SPSS’s closing stock price yesterday. The $1.2 billion price includes convertible debt, restricted share units and other items, according to IBM. IBM, led by Chief Executive Officer Sam Palmisano, will use the purchase to bolster the software business, where profit margins are more than twice as big as in services. Palmisano pledged this year to “go on offense” in the global recession, making acquisitions and investing in research. This month, IBM raised its full-year profit forecast to at least $9.70 a share from $9.20. “This year is going to be a down year for many IT software services -- however, SPSS’s analytics business is expecting growth,” said Andy Miedler, a St. Louis-based analyst at Edward Jones & Co. “That speaks well to the areas IBM is choosing to invest in, and it furthers their business transformation into a software leader.” He advises investors to buy IBM stock. Armonk, New York-based IBM dropped 35 cents to $117.28 at 4 p.m. in New York Stock Exchange composite trading. SPSS jumped $14.36 or 41 percent, to $49.45 on the Nasdaq Stock Market. The companies expect the transaction to be completed in the second half of the year. SPSS’s Strengths The SPSS purchase may add about 3 cents to IBM’s earnings next year, according to Maynard Um, a New York-based analyst with UBS Securities LLC. “Although the EPS contribution is not material, we believe actual benefits may prove greater as the deal adds to IBM’s business and predictive analytics portfolio, which will be an essential part of IBM’s smarter business systems and which the company has identified as a significant growth opportunity over the next few years,” Maynard wrote today in a note. SPSS’s technologies help businesses assess data, forecasting demand for their products and examining patterns to detect fraud, IBM said. The global market for analytics software probably will climb to $25 billion this year, IBM said, citing data from researcher IDC. SPSS will give IBM a foothold in predictive analytics, a market that’s both growing and the future of data analysis, said Ambuj Goyal, general manager of information management at IBM. Changing Analytics “The world is moving from doing the analysis of data in the background by some business-smart guy,” to getting “real- time predictive answers without being an analyst,” Goyal said today in an interview. SPSS had planned to report second-quarter results on Aug. 4. In the previous period, sales dropped 7.8 percent to $72.1 million, hurt by the global economic slump. In July, IBM reported second-quarter earnings that exceeded analysts’ estimates, squeezing more out of declining sales after reducing jobs and managing projects more efficiently. Sales fell 13 percent as customers pared technology budgets to cope with the lengthening recession. IBM has made about 80 acquisitions in hardware, software and services since Palmisano took the reins in 2002. Most of the deals, including the $4.5 billion purchase of Cognos Inc., have bolstered the software business. IBM had sought computer-server and program maker Sun Microsystems Inc., according to a person familiar with the matter. That bid dissolved after the companies disagreed on the price. Oracle Corp. later agreed to buy Sun for about $7.4 billion. The SPSS purchase terms include a termination fee of $23.5 million that SPSS would pay should the merger fail. IBM also said today it will buy Ounce Labs Inc., a Waltham, Massachusetts-based software maker. To contact the reporter on this story: Julie Alnwick in New York at jalnwick@bloomberg.net; Kelly Riddell in Washington at kriddell1@bloomberg.net Last Updated: July 28, 2009 16:10 EDT

To: Glenn Petersen who wrote (50430)	7/28/2009 7:55:01 PM
From: stockman_scott	Respond to of 57684

SPSS brass set to cash in on IBM deal _______________________________________________________________ July 28, 2009 - (Crain’s) - IBM Corp.’s $1.2-billion buyout of Chicago business-software maker SPSS Inc. will create a huge windfall for some company executives. CEO Jack Noonan, Chief Financial Officer Raymond Panza and other top brass at Chicago-based SPSS stand to collect tens of millions of dollars in the surprise deal, announced Tuesday morning. IBM’s offer of $50 cash for each share of SPSS amounts to a 43% premium over Monday’s closing price of SPSS stock on the Nasdaq stock market. Mr. Noonan, CEO since 1992, holds stock and options worth $22.5 million in the deal, based on his holdings on Dec. 31 as disclosed in the company’s most recent proxy statement. Mr. Panza’s stock and options are worth $11.7 million at the buyout price. If the two are terminated after the sale, their employment contracts provide for additional cash payments. Mr. Noonan would receive $6 million and Mr. Panza $2.7 million. It’s not clear whether the two will stay on, and the company did not return phone calls seeking comment. Overall, SPSS employees hold $90 million of stock options and restricted shares that immediately become vested, according to filings. SPSS, headquartered in the Loop, has about 1,200 employees, half of them overseas. IBM didn’t disclose its plans for SPSS, including whether it plans to eliminate any jobs at the company after the acquisition, which requires approval by SPSS shareholders and is expected by the parties to close this year. SPSS’ $303 million in annual revenue represents only a tiny fraction of IBM’s $104 billion. The loss of SPSS as a stand-alone public company hurts a local software industry that has few major home-grown players. But the acquisition could provide a source of sorely needed funding and talent for others. “Whenever a company is acquired, you end up with less of a presence in the city,” says Matt McCall, managing director at Northfield-based venture capital firm Draper Fisher Jurvetson Portage. “I would not be surprised to see a handful of new opportunities spin out of SPSS or see startups with SPSS executives on them.” SPSS, founded in 1968 by three Stanford University graduate students who migrated to the University of Chicago’s National Opinion Research Center, makes what is known as predictive analytics software used by businesses and governments to analyze survey data, identify patterns and make predictions about customer behavior, hiring needs and other decisions. It’s a key area for IBM, as it tries to find technology that companies will spend money on during a downturn. Business intelligence is a $25-billion market, dominated by a handful of companies that have been snatched up by giants IBM, Oracle and SAP. SPSS dominates the desktop-computer market for predictive analytics and already had a cross-selling relationship with IBM. “SPSS wasn’t out shopping itself,” says Steve Ashley, an analyst at Robert W. Baird & Co. in Milwaukee. “IBM’s big push right now is to offer tools to customers to make sense of their data, and SPSS was the last major independent business-intelligence software company.”

To: Glenn Petersen who wrote (50430)	7/28/2009 8:00:48 PM
From: stockman_scott	Respond to of 57684

Cravath, Mayer Brown Advise on IBM, SPSS Merger amlawdaily.typepad.com Posted by Brian Baxter July 28, 2009 1:23 PM After advising Bristol-Myers Squibb on its $2.4 billion acquisition of drug maker Medarex last week, Cravath, Swaine & Moore has to be happy that the firm's M&A clients are making deals once again. On Tuesday longtime client IBM, the world's largest provider of computer services, announced it would acquire analytics software maker SPSS for $1.2 billion in cash. IBM turned to its go-to M&A lawyer, Cravath corporate partner Scott Barshay, to help close the deal. In the past few years alone Barshay has advised the Armonk, N.Y.-based computer giant on its $1.3 billion acquisition of Internet Security Systems in August 2006, purchase of Internet security firm Watchfire in June 2007, and the $5 billion acquisition of Ottawa-based business intelligence firm Cognos in January 2008, the largest M&A deal in IBM's history. Earlier this year Barshay was reportedly retained when IBM kicked the tires of Sun Microsystems, a deal that later collapsed when the companies failed to agree on a share price. (Oracle stepped in and bought Sun in April for $7.4 billion.) On the SPSS acquisition, Barshay was assisted by executive compensation partner Jennifer Conway, tax partner Andrew Needham, and associates Sophia Tawil, Mike Dallas, M.C. Tania Balthazaar, Kerry Halpern-Skoglund, J. Leonard Teti II, and summer associate Jisoo Kim. IBM senior counsel Mark Goldstein led an in-house team on the deal. Mayer Brown M&A partners Frederick "Fritz" Thomas and William Kucera advised Chicago-based SPSS on the deal along with associate Ryan Lawrence. The firm has handled capital markets and litigation work for the company in the past. SPSS associate general counsel Tony Ciro and Erin McQuade led an in-house legal team on the deal. SPSS's data analysis technology appealed to IBM, which wants to move into predicting and anticipating market trends for corporate clients. IBM's dealmaking capacity took a hit in May when the company's former M&A chief, David Johnson, defected for rival Dell. Cravath is representing IBM in the litigation stemming from Johnson's departure, but lost a first round in the fight in late June.

To: Glenn Petersen who wrote (50430)	8/4/2009 2:36:44 PM
From: stockman_scott	Respond to of 57684

Citadel to Return $250 Million After Funds Gain 44% (Update1) By Katherine Burton Aug. 4 (Bloomberg) -- Ken Griffin’s $12 billion Citadel Investment Group LLC said it will return $250 million on Oct. 1 to investors who asked to withdraw money, after its main funds jumped about 44 percent in the first seven months of this year. Chicago-based Citadel said it will make a “similar distribution” to clients at the end of the year, according to a letter sent to its investors today. Citadel suspended redemptions in its Wellington and Kensington funds last year after they tumbled 55 percent and clients had sought to redeem $1.2 billion. Citadel follows funds including Tudor Investment Corp. and Highbridge Capital Management LLC, which have returned all or most of redeeming clients’ money this year after suspending or limiting redemptions in 2008. The company said it’s focusing on large markets such as global stocks, convertible bonds, energy and U.S. and European government bonds, after cutting or exiting investments in less liquid securities. “Throughout Citadel’s history, we have always recognized the need to evolve and innovate,” Griffin wrote in the letter. “This has never been more important than in the current environment.” The funds have reduced bond and loan positions that were often hedged with credit default swaps, a kind of insurance against defaults. They also exited emerging markets, where securities are not always easy to buy and sell. “The failure of derivative transactions, such as credit default swaps, to protect our portfolio in a period of extreme market turmoil, has caused us to make significant changes in our portfolio construction and risk management,” Griffin wrote. Citadel normally allows clients to withdraw up to 1/16th of their assets quarterly. If total withdrawals exceed 3 percent of the fund, investors must pay a fee ranging from 5 percent to 9 percent of assets. Until last year, redemptions had never surpassed the limit. Devon Spurgeon, a spokeswoman for Citadel, declined to comment on the letter. To contact the reporter on this story: Katherine Burton in New York at kburton@bloomberg.net. Last Updated: August 4, 2009 13:25 EDT

To: Glenn Petersen who wrote (50430)	8/5/2009 11:03:13 AM
From: stockman_scott	Respond to of 57684

Panaya Secures $5 Million in Series B Funding _______________________________________________________________ Tamares Led Round B Together with Original Investor, Benchmark Capital (Menlo Park, Calif., August 4, 2009) Panaya, a leading provider of SaaS (software as a service) for automating SAP upgrades, announced that is has secured $5 Million in Series B funding, led by Tamares with the participation of Benchmark Capital, which led the first investment round. Panaya provides SaaS that enables SAP users to save up to 50% of their application lifecycle costs by automating maintenance projects such as SAP upgrades, consolidations, support packages, and enhancement packages. Determining the precise impact of such changes on an ERP system is an enormously complex task involving billions of calculations. Panaya is the first company that has harnessed cloud-computing to bring the power of a virtual supercomputer simulation to SAP customers, in a way that they can easily tap through the web. Panaya automatically identifies the errors that will occur as a result of an upgrade, suggests corrections, creates test plans, and estimates budget for the project. With these detailed simulations, companies using SAP's software can avoid much of the planning, development, and testing effort traditionally associated with such projects. This round of funding enables Panaya to expand sales, marketing, and product development operations to meet the increasing demand and popularity of its easy to use, web-based application. "Our customers and partners have validated our market position and strategy, and with this funding, we are well positioned to expand our leadership as the next generation of Application Lifecycle Management tools," said Yossi Cohen, Panaya's founder and CEO. "We are impressed with Panaya's ability to sustain aggressive sales growth during the past twelve months and add household names like Bosch, Sony and Volvo to its growing client roster," said Meirav Har-Noy, Director of Investments and Strategy at Tamares Group. "This is especially true in these times of cost-cutting when companies are looking to reduce the total cost of ownership of their enterprise software." Benchmark Capital manages more than $2.3 billion in committed venture capital, and invests in technology-driven companies. The firm's portfolio includes such franchise companies as eBay (EBAY), Handspring (HAND), Juniper Networks (JNPR) and Red Hat Software (RHAT). Tamares Group, headquartered in Lichtenstein, is a privately owned investment company with worldwide interests in the real estate, finance, media and leisure sectors. Tamares views its entry into the SAP enterprise software arena as a strategic move, through its investment in Panaya. About Panaya: Established in 2006, Panaya Inc. provides software tools that save SAP customers up to 50% of their software upgrade and maintenance costs, while minimizing risks and proving clear ROI. Provided as Software as a Service (SaaS), Panaya's SAP environment simulation shows which custom SAP programs will break as a result of an upgrade, explains how to fix them, derives the most efficient test plan and calculates the required budget and resources for the project. For further information visit the Panaya web site at panayainc.com.

To: Glenn Petersen who wrote (50430)	8/5/2009 4:11:45 PM
From: stockman_scott	Respond to of 57684

Power Assure Raises Series A Funding and Announces New Management Team _______________________________________________________________ Delivers Software as a Service that Reduces Data Center Energy Consumption and Carbon Emissions by 50% Santa Clara, Calif. - July 29, 2009 - Power Assure™, Inc, a developer of power management solutions for data centers, today announced it has completed its Series A round of funding, raising $2.5 million from Draper Fisher Jurvetson and individual investors. The company also announced its new executive team and members of the Board of Directors. Power Assure's software solution is unique among competitive offerings in that it goes beyond simple power monitoring of data centers to actively manage server capacity to match application load. Power Assure develops and delivers business automation software that reduces energy use and carbon emissions by an average of 50% in commercial, corporate, and government data centers. Unlike other offerings that are rule or time-based, Power Assure dynamically manages server capacity based on a sophisticated calculation engine's processing of extensive real-time data. The company has developed patent-pending algorithms for calculating the optimum number of servers required at any time to maintain Service Level Agreements while shutting down excess capacity. Leveraging its business automation platform, Power Assure automates a customer's own procedures for the turning off and bringing up of servers, ensuring smooth transitions and no downtime. The company has completed initial installations for revenue, and the platform is undergoing further trials at a number of customer sites. “Data center power consumption is the prime pain point for data center operators, representing over $10 billion in annual energy expenditures in the US alone and growing at over 12% per year,” said Josh Raffaelli of Draper Fisher Jurvetson. “The industry's energy intensity and corresponding carbon footprint in a quickly shifting regulatory environment makes data center energy efficiency mission critical. We are very impressed with Power Assure's innovative software platform and the savings the company's solution is producing.” In addition, Power Assure announced its new management team, including Brad Wurtz, CEO; Clemens Pfeiffer, Founder and CTO; Tom Carlson, CFO; and Patti Zullo, vice president of sales. Mr. Wurtz spent 10 years with Cisco Systems, where he served as vice president and general manager of the company's carrier packet voice business and earlier as vice president and general manager of Cisco's multi-service switching business (formerly Stratacom). Before co-founding Power Assure, Mr. Pfeiffer served as founder, president and CEO for 10 years at International SoftDevices Corporation and earlier served as chief software architect for Hewlett Packard where he helped launch the company's software business. Power Assure's Board of Directors consists of Brad Wurtz, Clemens Pfeiffer, Josh Raffaelli of Draper Fisher Jurvetson, and L. William (Bill) Krause. Bill Krause has been president of LWK Ventures, a private investment firm since 1991. Mr. Krause serves as a director of four public companies: Brocade Communications Systems, Coherent, Core-Mark Holding, and Sybase. Previously, Mr. Krause served as Chairman and CEO of Exodus Communications. Prior to that, Mr. Krause was President and CEO of 3Com Corporation from 1981 to 1990 and Chairman of the Board from 1987 to 1993, when he retired. Power Assure is a 2008 California Clean Tech Open Award winner in both the Smart Power and Sustainability categories. About Power Assure Power Assure develops and delivers business automation software that reduces energy use and carbon emissions in commercial, corporate, and government data centers. The company's innovative platform intelligently manages data center server capacity in real time, maintaining required service levels at optimum efficiency and lowest total cost. Power Assure is based in Santa Clara, California. For more information, visit powerassure.com.