Borland Completes Acquisition of Visigenic
Provides Technology, Sales and Professional Services Staff Aimed at
Accelerating Growth in the Enterprise; Roger Sippl Joins Borland as CTO
SCOTTS VALLEY, Calif., March 2 /PRNewswire/ -- Borland International, Inc. (Nasdaq:
BORL - news) today announced it has completed its acquisition of Visigenic Software, Inc. The
closing of the transaction is a major milestone in Borland's mission to become a leading supplier
of enterprise application development technology. In connection with the acquisition, Borland
also announced that Roger Sippl, founder and former CEO of Visigenic, has been named the
company's Chief Technology Officer (CTO), reporting to Borland Chairman and CEO, Del
Yocam.
The combined operations of the two companies will be conducted under the name Borland
International, Inc. and will be headquartered in Scotts Valley, Calif. Borland's common stock
will continue to be traded on the Nasdaq National Market System under the symbol ''BORL.''
Under the terms of the acquisition, which was approved Friday, February 27, 1998 by
stockholders of both companies, Visigenic stockholders will receive .81988 of a share of
Borland common stock for each outstanding share of Visigenic common stock. Approximately
12 million shares of Borland common stock will be issued to former Visigenic stockholders. The
approximate value of the transaction, based on Borland's Friday closing price of $9.3125, is
$111 million. The combined revenues of Borland and Visigenic in calendar year 1997 were
approximately $188 million.
In connection with the acquisition, Borland anticipates taking a restructuring charge in its fiscal
first quarter (ending March 31, 1998). As part of the acquisition, Borland plans to maintain a
major development facility at Visigenic's previous corporate headquarters in San Mateo, Calif.
Visigenic, which was founded in 1993, has been 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 and Novell, Visigenic has established
its VisiBroker as a de facto standard ORB (Object Request Broker) technology in the computer
industry.
''Completing this acquisition is a major milestone in a corporate turnaround plan that we have
pursued aggressively during the past year,'' said Yocam, who joined Borland as chairman and
CEO in December 1996. ''The cornerstone of our strategy is to reinvent ourselves as a
growing, enterprise software company. This acquisition provides us with key technology, sales
infrastructure and professional services that strongly position Borland to take advantage of what
we believe is the next wave in enterprise computing -- distributed object computing.''
Under Yocam's leadership, Borland has successfully penetrated the enterprise software market.
More than 50 percent of Borland's revenues now come from client/server and enterprise
products and technology. The growth in enterprise revenue, along with important changes in
Borland's operations, has resulted in three consecutive quarters of profit and four quarters of
revenue growth. The acquisition of Visigenic is aimed at further positioning Borland as a major
enterprise software provider.
''Large corporations have been moving toward a distributed computing architecture for a
number of years,'' said Yocam. ''In the past two years, however, the proliferation of the
Internet, the emergence of Java and the growing support for CORBA, have resulted in demand
for a new, object-based infrastructure to build the next generation of applications. The
combination of Borland and Visigenic will open the door for substantially enhanced integration of
application development environments, distributed object middleware and application
management tools. This combination radically simplifies the development, deployment and
management of custom distributed applications that provide corporations with a competitive
advantage.''
Visigenic Executives Added to Senior Management Team
In connection with today's acquisition, Borland also announced it has expanded its senior
management team with the addition of three Visigenic executives. Roger Sippl, founder and
chairman of Visigenic, becomes Borland's CTO. Sippl also founded Vantive Software and
Informix Corporation [Nasdaq:IFMX - news]. Sippl will work closely with Borland Senior Vice
President of Research and Development, Rick LeFaivre, to define and execute Borland's
technology vision.
Reporting to Sippl as part of the office of the CTO is Jens Christensen, Ph.D., who had been
CTO of Visigenic. Christensen, who will hold the title of chief scientist, is one the world's leading
experts on distributed object computing. Christensen was the founder of Post Modern
Computing, a company that Visigenic acquired in 1996.
Borland also announced the appointment of Robert Perreault, as vice president of Professional
Services. Perreault, who held the same title at Visigenic, joins Borland along with more than 50
consultants and trainers who will combine with Borland's consulting team to form the company's
Professional Services organization. Perreault has substantial experience building and managing
organizations that service the needs of the enterprise development market. He will report to John
Floisand, senior vice president of Worldwide Sales.
About Borland International
Borland International, Inc. 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.
For more information on Borland, customers can visit Borland Online at
borland.com.
Forward-looking statements in this release including but not limited to those concerning
Borland's future financial performance, product availability dates, the potential benefits of the
acquisition of Visigenic, and the potential features of or benefits to be derived from Borland's
and Visigenic's products, involve a number of uncertainties and risks, and actual events or results
may differ materially. 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 10Q, 10K and 8-K.
Borland product names are trademarks or registered trademarks of Borland International, Inc.
Other product names mentioned herein may be trademarks of the party using such names. |
