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Synergistic Combination Would Comprise Over 100 Products, Large Enterprise Customer Base, and Robust OEM and Direct Sales Channels
Amsterdam, The Netherlands; Atlanta, Georgia, USA; and Newton, Massachusetts, USA —December 5, 2006—Enterprise software suppliers Rocket Software and Seagull Software announced today that the companies have signed a letter of intent for Rocket Software, Inc. to make a public offer to acquire 100% of the shares and outstanding stock options of Seagull Holding N.V. (the parent holding company of all Seagull Software entities) in an all-cash transaction valued at €4.68 per share. The letter of intent includes customary binding provisions relating to costs, confidentiality, exclusivity, competing offers, break-up fees and standstill. The remainder of the letter of intent is non-binding on the parties.
The acquisition is subject to certain requirements including due diligence; execution of a mutually-acceptable definitive purchase agreement; approval of financing by Rocket Software’s financing institutions; approval by the Supervisory Board of Seagull Holding N.V. and various other customary conditions. Accordingly, while completion of the transaction is targeted for the first quarter of 2007, no assurances can be made that the transaction will be consummated.
Newton, Massachusetts-based Rocket Software is a privately-held company with over 350 employees across its operations in the United States, Europe and Asia. Consistently profitable since its founding in 1990, Rocket Software has a history of successful acquisitions. Many of the company’s products are licensed on an OEM basis and sold under global brand names such as IBM, Microsoft, RSA, EMC, Motorola, Lucent, and HP.
Also founded in 1990, Seagull Software’s holding company shares are publicly traded on the Euronext stock exchange in Amsterdam. The company has 170 employees across its corporate offices in the Netherlands and United States and its subsidiaries in Canada, the United Kingdom, France and Germany.
“Our strategy is to strengthen and expand Rocket’s core OEM-focused business through acquisitions, and the acquisition of Seagull Software would give us the ability to leverage Seagull Software’s considerable customer base and presence in the SOA, legacy integration and Web services software market,” said Andy Youniss, CEO of Rocket Software. “The two companies are a perfect match, and we are very excited about the technology, talent and customer relationships that Seagull Software would bring to Rocket Software.”
Commenting on the proposed acquisition Don Addington, CEO and President of Seagull Software, said, “We are very pleased to have reached a preliminary understanding with Rocket Software for a transaction that will benefit our shareholders, our customers and our employees. The combined companies would constitute a much more significant force in the enterprise software market, a strong foundation for continued organic and strategic growth; and an unparalleled enterprise customer service team.”
Investors are cautioned that this announcement includes forward looking statements that are subject to risks and uncertainties that include (but are not limited to) the non-binding nature of portions of the letter of intent, successful completion of all activities required to effect the transaction, and the timing of the transaction.
About Rocket Software
Rocket Software is a global development firm that builds Enterprise Infrastructure products for the world’s leading OEMs, networks and software companies. The company’s current lines of business complement and extend strategic OEM offerings in the areas of enterprise and mobile security, relational databases, mobile and wireless computing, and operational support systems (OSS). Rocket’s current OEM relationships and technology partners include IBM, RSA Security, Microsoft, NEC, and Toshiba. Rocket Software is based in Newton, Mass. For more information, visit www.rocketsoftware.com.
About Seagull Software
Seagull Software specializes in technology that transforms “legacy” applications into SOA-compliant Web services, helping enterprises achieve exponentially faster IT support for business change, governance and compliance. The company’s LegaSuite® software platform includes integration, GUI, workflow and terminal emulation technology. With LegaSuite, customers connect legacy applications on IBM mainframe, VME/ICL mainframe, System i, UNIX/VT and Windows client/server platforms to the Web, to other middleware and to newer-generations of applications such as portals, CRM and SCM. LegaSuite is based on open standards including Web services, XML, J2EE and .NET. Powerful and innovative tools require no coding, which means rapid results, reduced risk and no maintenance burden. Committed to providing the best customer experience in the industry, Seagull Software’s technology is in use in more than 10,000 business and government organizations worldwide, and by millions of end users. Seagull Software has direct operations in the United States, Canada, the Netherlands, UK, France, and Germany, supplemented by distributors serving approximately 30 additional countries. For more information, visit www.seagullsoftware.com.