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Sybase Agrees To Acquire NEON,
Accelerates Potent e-Business Strategy
Combination of Portal and e-Business
Leaders to Create Powerhouse in B2B Strategic Solutions
SYNOPSIS:
Sybase, Inc., signs an agreement to acquire New Era of Networks, Inc.
(NEON), a leading e-Business application integration company.
- Stock-for-stock trade
valued at approximately $373 million
- NEON will become a part
of a new e-Business Division that Sybase plans to create upon
closing of the acquisition
- The combination fuels
Sybase's e-Business infrastructure strategy
EMERYVILLE, CA - February 20, 2001 - Solidifying its leadership
position as an innovative builder of e-Business solutions, Sybase, Inc.,
(NASDAQ: SYBS) today announced that it has signed an agreement to acquire
New Era of Networks, Inc. (NASDAQ: NEON) in a stock-for-stock transaction
valued at approximately $373 million.
The acquisition, expected to be completed in the second quarter of
2001, is intended to significantly advance Sybase's strategy to provide
the most advanced, complete, integrated e-Business solutions for doing
business on the Web.
Denver, Colorado-based NEON offers a complete range of enterprise
application integration products and services in the
application-to-application (A2A) space. Key NEON products include
NEONProcess Server, NEON e-Biz Integrator, and pre-packaged solutions
called NEON Adapters that are designed to work with specific
off-the-shelf applications and standards. With NEON Adapters, customers
can easily integrate best of class ERP, CRM, supply-chain management and
e-Commerce applications including those from SAP, Siebel, i2 and
BroadVision.
The agreement to acquire NEON comes just four weeks after Sybase
announced record earnings, and rounds-out a three-year re-engineering effort
that successfully transformed the company from a database supplier to a
fully integrated provider of e-Business solutions. The alliance with NEON
is also expected to build on Sybase's strength as a global supplier of
software solutions for all enterprises.
"In today's unforgiving Web-enabled business environment,
customers demand powerful, open, integrated e-Business solutions and
services to expand their markets and increase their competitiveness on a
global scale," said John Chen, chairman, president and CEO of
Sybase. "With NEON, Sybase will be able to capitalize on the most
important segment of the e-Business marketplace - one that necessitates
the integration of existing applications with new e-Business
applications. With this, Sybase can join the top-echelon of e-Business
infrastructure providers, capably servicing some of the most demanding
environments in the world."
Details of the Agreement
Under the terms of the agreement, each share of NEON common stock
will be converted into 0.3878 shares of Sybase common stock, which
represents an implied offer price per share of $ 9.50, and results in a
net purchase price of approximately $373 million, based on the $24.50 per
share closing price of Sybase common stock on February 20, 2001. The
exchange offer will be followed by a merger in which Sybase common stock
will be issued at the same exchange ratio paid in the exchange offer. The
acquisition will be accounted for as a purchase and will be tax-free to
NEON stockholders. The transaction is expected to be completed in the
second quarter of Sybase's fiscal year 2001, pending governmental
approval. The company believes that the transaction will be accretive to
earnings in fiscal year 2002. The acquisition has been approved by the
boards of directors of both companies and is also subject to the tender
of a majority of the outstanding fully-diluted shares of NEON common
stock and other customary closing conditions.
Product Integration and Roadmap
Upon completion of the acquisition, Sybase plans to create a new
e-Business Division, integrating NEON and elements of its product lines
and offerings with Sybase's flagship Enterprise Portal (EP) solution.
This new division will focus on combining the companies' expertise in
enterprise portals, Internet applications and enterprise integration to
offer the most complete and competitive enterprise e-Business software
suite on the market. Customers will benefit from streamlined software
solutions that promote the rapid deployment of IT solutions needed for
their success in the e-Business world.
"Sybase is leading the way for customers to deploy e-Business
platforms and solutions," said Rick Adam, chairman and CEO of New
Era of Networks, Inc. "We are excited about joining the Sybase team to
help give customers open, scalable, flexible platforms, and as close to
one-stop shopping as possible. Additionally, the strong cultural and
product fit between Sybase and NEON provides us with the opportunity to
shape the future of the industry."
The Combined Company
With the acquisition, Sybase will have approximately 5,500
employees and more than 43,000 customers worldwide. Under the Sybase
e-Business Division mantle - to be headed by Adam as its president - the
companies plan to serve an expanded market with the opportunity to
provide synergies including:
- Joint development of new
e-Business and application integration solutions
- Complementary customers
with strong cross-sell opportunities in e-Business, m-Business and
online banking
- Broadening into new
vertical markets to include manufacturing, distribution, retail and
utilities as well as adding strength in Sybase vertical strongholds
such as financial services, telecommunications, healthcare and the
public sector
- Increased channel
influence into Global 2000 enterprises
- Expanded worldwide sales
with a highly-effective global sales team with demonstrated
expertise in e-Business
About Sybase, Inc.
Sybase provides enterprise-class software solutions that fuel
e-Business and enable access to information anytime, anyplace. With its
industry-leading Enterprise Portal, mobile and wireless and vertical
market solutions, Sybase is one of the largest global independent
software companies in the world. For more information, visit the Sybase
Web site: www.sybase.com.
About NEON
NEON enables e-Business with a suite of products designed to
overcome the inherent "language barriers" of a company's
various applications, systems, platforms, and protocols. By allowing
these disparate operations to share information and "talk" with
one another-as well as the Internet-businesses can automate end-to-end
processes seamlessly, profiting from Internet speed and increased volume.
For more information, visit the NEON Web site: www.neonsoft.com.
Sybase, Enterprise Portal, iAnywhere and Financial Fusion are
trademarks or registered trademarks of Sybase, Inc. or its subsidiaries.
All other company and product names mentioned might be trademarks of the
companies with which they are associated.
Forward Looking Statement: The above news release
contains forward-looking statements regarding Sybase's proposed
acquisition of NEON that involve risks and uncertainties, including
statements regarding the effect of this transaction on Sybase's earnings
and its business, Sybase's expectations regarding the success of NEON's
products in Sybase's product lines, and Sybase's expectations regarding
the growth of the e-Business market generally. Actual results may not be
realized, or may vary materially from results that may be discussed in
these forward-looking statements. Factors that may affect actual results
include the risks inherent in completing the acquisition of NEON on a
timely basis, if at all, the successful integration of NEON into Sybase's
business, the, timely development and market acceptance of the products
and services of the combined companies, Sybase's ability to remain
competitive in a highly competitive and rapidly changing marketplace, and
the other risks detailed from time to time in each company's periodic
reports filed with the Securities and Exchange Commission, including, but
not limited to, Sybase's report on Form 10-K for the fiscal year ended
December 31, 1999 and its reports on Form 10-Q for its fiscal quarters
ending March 31, June 30 and September 30, 2000.
Additional Information: We urge investors and security holders to
read the following documents, when they become available, because they will
contain important information about Sybase, NEON, the proposed
acquisition and related matters:
- Sybase's preliminary prospectus, prospectus supplements, final
prospectus, and tender offer materials.
- Sybase's Registration Statement on Form S-4 and Schedule TO containing
or incorporating by reference such documents and other information.
- NEON' Solicitation/Recommendation Statement on Schedule 14D-9.
These documents and amendments to these documents will be filed
with the U.S. Securities and Exchange Commission. In addition to these
documents, Sybase and NEON file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and
copy any reports, statements and other information filed by Sybase and
NEON at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at
800-SEC-0330 for further information on public reference rooms. Sybase's
and NEON's filings with the SEC are also available to the public from
commercial document-retrieval services and the Web site maintained by the
SEC at http://www.sec.gov.
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