HOUSTON--(BUSINESS WIRE)--Mar. 17, 2008
Transforms BMC Into the Service Automation Leader
BMC Software (NYSE:BMC) has signed a definitive agreement to purchase
BladeLogic (NASDAQ:BLOG), the leading and fastest growing data center
automation company, for $28.00 per outstanding share of BladeLogic
common stock in cash or approximately $800 million, net of cash acquired.
When completed, the BladeLogic acquisition will add a significant,
high-growth revenue stream to BMC, accelerating the company’s
long- term growth expectations for revenues, earnings, and cash flow.
“Organizations around the world will spend
more than $140 billion dollars this year running data centers,”
said Bob Beauchamp, BMC’s president and chief
executive officer. “Automation is the only
way IT can bring this spending under control and still meet the
reliability and time-to-market requirements of their businesses. BMC’s
acquisition of BladeLogic will create the new IT Service Automation
leader, unique in its ability to provide these critical capabilities. It
is a natural and very significant next step in our vision of Business
Service Management.”
BMC was the first enterprise software company to articulate the customer
need for Business Service Management (BSM), the most effective approach
for managing IT from the perspective of the business. This acquisition
will combine BMC’s BSM platform with
BladeLogic’s award-winning data center
automation solutions. BladeLogic is the fastest growing company in the
fastest growing segment of IT management software.
Customers of the combined solution can expect a 90 percent improvement
in IT operational efficiency in 90 days, as well as address the critical
challenges of compliance, virtualization, and availability. In contrast,
competitors’ incomplete and disjointed
portfolios typically lead to partial solutions that demand expensive and
lengthy professional services engagements.
“When it comes to data center management, IT
organizations have learned the hard way that the architecture you start
with is the architecture you’re stuck with,”
said Dev Ittycheria, BladeLogic’s president
and chief executive officer. “From day one,
we focused on developing an architecture specifically designed for
managing today’s complex data center. Our
growth and competitive win rate is strong evidence that we got this
right. Our award-winning, next-generation architecture will be a natural
extension of BMC’s BSM platform.”
A highly integrated architecture is required to realize the potential of
Service Automation. BMC and BladeLogic’s
solution portfolios are already integrated, and customers have embraced
the combined solution. This is a continuation of BMC’s
strategy to preserve the “purpose built”
capabilities of each company’s products, as
demonstrated by BMC’s other recent
successful acquisitions.
“BMC has a history of smart, successful
acquisitions because we focus on customer needs, cultural compatibility
and tight product integration,” said Jim
Grant, senior vice president and general manager of BMC’s
Enterprise Service Management business unit. “BMC
is the only independent software vendor able to meet the customer demand
for comprehensively architected and automated IT management solutions.
For us, this is a great opportunity to capitalize on the customer
dissatisfaction with our competitors’
offerings created by continued product shortcomings and forced
migrations.”
Over the last twelve months, BMC has acquired and successfully
integrated multiple companies whose performance continues to exceed
expectations.
David Williams, research vice president, Gartner, recently reinforced
the importance of IT automation stating, “Automating
the IT management process continues to be a key objective for IT
executives focused on driving cost and complexity out of IT operations.*”
BMC expects this transaction to significantly accelerate the company's
top-line growth, and from an EPS perspective, BMC expects it to be
slightly dilutive to non-GAAP earnings in fiscal year 2009, including
the write-down of deferred revenues and one time integration and
retention expenses, and accretive to non- GAAP earnings in fiscal year
2010. The acquisition will be conducted by means of a tender offer for
all of the outstanding shares of common stock of BladeLogic, followed by
a second-step merger. The board of directors of BladeLogic hasunanimously
recommended that the stockholders of BladeLogic accept the offer. The
offer, which is expected to commence within the next ten days, will be
subject to customary conditions, including regulatory approvals.
Conference Call
The companies will host a financial analyst and press conference call
today at 7:30 a.m. CDT (8:30 a.m. EDT). The call can be accessed at
888-778-8904 or 913-312-1494. Audio of the conference call will be
available live and also at www.bmc.com/investors.
A replay of the conference call will be available soon after the call is
completed.
Press materials and more information can be found at www.bmc.com/bladelogic.
*Source: Gartner“IT Operations
Management Process Automation” Operations &
Management Summit, June 11-13, 2007, David Williams
About BMC Software
BMC Software is a leading global provider of enterprise management
solutions that empower companies to automate their IT and align it to
the needs of the business. Delivering Business Service Management, BMC
solutions span enterprise systems, applications, databases and service
management. For the four fiscal quarters ended December 31, 2007, BMC
revenue was approximately $1.7 billion. For more information, visit www.bmc.com.
About BladeLogic
BladeLogic is a provider of leading data center automation software with
a large installed base of Fortune Global 500 customers, including 21 of
the top 100 global companies, 3 of the top 10 aerospace and defense
companies, 7 of the top 25 commercial and savings banks, 3 of the top 5
securities companies, 2 of the top 3 entertainment companies, 2 of the
top 3 general merchandisers, 7 of the top 12 pharmaceutical companies
and 7 of the top 10 telecommunications companies. BladeLogic’s
data center automation software solutions enable enterprises, service
providers and government organizations to easily browse, provision,
configure, patch, audit and remediate physical and virtual servers and
applications, allowing customers to achieve reduced data center
operating costs, improved service quality and enhanced security and
compliance. BladeLogic is headquartered in Lexington, Massachusetts,
USA. For more information, please visit www.bladelogic.com.
Legal Statements
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE
SOLICITATION AND THE OFFER TO BUY SHARES OF BLADELOGIC’S
COMMON STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT ON
SCHEDULE TO, INCLUDING AN OFFER TO PURCHASE AND OTHER RELATED MATERIALS
THAT BENGAL ACQUISITION CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF BMC
SOFTWARE, INC., INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION. ONCE FILED, BLADELOGIC STOCKHOLDERS SHOULD READ THOSE
MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE
OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS
AND CONDITIONS OF THE OFFER. ONCE FILED, BLADELOGIC STOCKHOLDERS WILL BE
ABLE TO OBTAIN THE TENDER STATEMENT ON SCHEDULE TO, THE OFFER TO
PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE
AT THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT www.sec.gov,
FROM THE INFORMATION AGENT AND DEALER MANAGER NAMED IN THE TENDER OFFER
MATERIALS OR FROM BENGAL ACQUISITION CORPORATION.
This press release contains forward-looking statements that involve
risks, uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of BMC and
its consolidated subsidiaries could differ materially from those
expressed or implied by such forward-looking statements and assumptions.
All statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including the expected
benefits and costs of the transaction; management plans relating to the
transaction; the expected timing of the completion of the transaction;
the ability to complete the transaction considering the various closing
conditions, including those conditions related to regulatory approvals;
any statements of the plans, strategies and objectives of management for
future operations, including the execution of integration plans; any
statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Risks, uncertainties and assumptions
include the possibility that expected benefits may not materialize as
expected; that the transaction may not be timely completed, if at all;
that, prior to the completion of the transaction, BladeLogic’s
business may not perform as expected due to transaction-related
uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; and other risks that are
described from time to time in BMC's and BladeLogic's Securities and
Exchange Commission reports, including but not limited to the risks
described in BMC's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 2007 and BladeLogic's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 31, 2007. BMC assumes no
obligation and does not intend to update these forward-looking
statements.
BMC, BMC Software, and the BMC Software logo are the exclusive
properties of BMC Software, Inc., are registered with the U.S. Patent
and Trademark Office, and may be registered or pending registration in
other countries. All other BMC trademarks, service marks, and logos may
be registered or pending registration in the U.S. or in other countries.
All other trademarks or registered trademarks are the property of their
respective owners. © Copyright 2008 BMC
Software, Inc.
CONTACT: BMC Software
Mark Stouse, +1-713-918-2714
mark_stouse@bmc.com
or
Waggener Edstrom
Jen Cadmus, +1-512-934-8350
jcadmus@waggeneredstrom.com
Transforms BMC Into the Service Automation Leader
BMC Software (NYSE:BMC) has signed a definitive agreement to purchase
BladeLogic (NASDAQ:BLOG), the leading and fastest growing data center
automation company, for $28.00 per outstanding share of BladeLogic
common stock in cash or approximately $800 million, net of cash acquired.
When completed, the BladeLogic acquisition will add a significant,
high-growth revenue stream to BMC, accelerating the company’s
long- term growth expectations for revenues, earnings, and cash flow.
“Organizations around the world will spend
more than $140 billion dollars this year running data centers,”
said Bob Beauchamp, BMC’s president and chief
executive officer. “Automation is the only
way IT can bring this spending under control and still meet the
reliability and time-to-market requirements of their businesses. BMC’s
acquisition of BladeLogic will create the new IT Service Automation
leader, unique in its ability to provide these critical capabilities. It
is a natural and very significant next step in our vision of Business
Service Management.”
BMC was the first enterprise software company to articulate the customer
need for Business Service Management (BSM), the most effective approach
for managing IT from the perspective of the business. This acquisition
will combine BMC’s BSM platform with
BladeLogic’s award-winning data center
automation solutions. BladeLogic is the fastest growing company in the
fastest growing segment of IT management software.
Customers of the combined solution can expect a 90 percent improvement
in IT operational efficiency in 90 days, as well as address the critical
challenges of compliance, virtualization, and availability. In contrast,
competitors’ incomplete and disjointed
portfolios typically lead to partial solutions that demand expensive and
lengthy professional services engagements.
“When it comes to data center management, IT
organizations have learned the hard way that the architecture you start
with is the architecture you’re stuck with,”
said Dev Ittycheria, BladeLogic’s president
and chief executive officer. “From day one,
we focused on developing an architecture specifically designed for
managing today’s complex data center. Our
growth and competitive win rate is strong evidence that we got this
right. Our award-winning, next-generation architecture will be a natural
extension of BMC’s BSM platform.”
A highly integrated architecture is required to realize the potential of
Service Automation. BMC and BladeLogic’s
solution portfolios are already integrated, and customers have embraced
the combined solution. This is a continuation of BMC’s
strategy to preserve the “purpose built”
capabilities of each company’s products, as
demonstrated by BMC’s other recent
successful acquisitions.
“BMC has a history of smart, successful
acquisitions because we focus on customer needs, cultural compatibility
and tight product integration,” said Jim
Grant, senior vice president and general manager of BMC’s
Enterprise Service Management business unit. “BMC
is the only independent software vendor able to meet the customer demand
for comprehensively architected and automated IT management solutions.
For us, this is a great opportunity to capitalize on the customer
dissatisfaction with our competitors’
offerings created by continued product shortcomings and forced
migrations.”
Over the last twelve months, BMC has acquired and successfully
integrated multiple companies whose performance continues to exceed
expectations.
David Williams, research vice president, Gartner, recently reinforced
the importance of IT automation stating, “Automating
the IT management process continues to be a key objective for IT
executives focused on driving cost and complexity out of IT operations.*”
BMC expects this transaction to significantly accelerate the company's
top-line growth, and from an EPS perspective, BMC expects it to be
slightly dilutive to non-GAAP earnings in fiscal year 2009, including
the write-down of deferred revenues and one time integration and
retention expenses, and accretive to non- GAAP earnings in fiscal year
2010. The acquisition will be conducted by means of a tender offer for
all of the outstanding shares of common stock of BladeLogic, followed by
a second-step merger. The board of directors of BladeLogic hasunanimously
recommended that the stockholders of BladeLogic accept the offer. The
offer, which is expected to commence within the next ten days, will be
subject to customary conditions, including regulatory approvals.
Conference Call
The companies will host a financial analyst and press conference call
today at 7:30 a.m. CDT (8:30 a.m. EDT). The call can be accessed at
888-778-8904 or 913-312-1494. Audio of the conference call will be
available live and also at www.bmc.com/investors.
A replay of the conference call will be available soon after the call is
completed.
Press materials and more information can be found at www.bmc.com/bladelogic.
*Source: Gartner“IT Operations
Management Process Automation” Operations &
Management Summit, June 11-13, 2007, David Williams
About BMC Software
BMC Software is a leading global provider of enterprise management
solutions that empower companies to automate their IT and align it to
the needs of the business. Delivering Business Service Management, BMC
solutions span enterprise systems, applications, databases and service
management. For the four fiscal quarters ended December 31, 2007, BMC
revenue was approximately $1.7 billion. For more information, visit www.bmc.com.
About BladeLogic
BladeLogic is a provider of leading data center automation software with
a large installed base of Fortune Global 500 customers, including 21 of
the top 100 global companies, 3 of the top 10 aerospace and defense
companies, 7 of the top 25 commercial and savings banks, 3 of the top 5
securities companies, 2 of the top 3 entertainment companies, 2 of the
top 3 general merchandisers, 7 of the top 12 pharmaceutical companies
and 7 of the top 10 telecommunications companies. BladeLogic’s
data center automation software solutions enable enterprises, service
providers and government organizations to easily browse, provision,
configure, patch, audit and remediate physical and virtual servers and
applications, allowing customers to achieve reduced data center
operating costs, improved service quality and enhanced security and
compliance. BladeLogic is headquartered in Lexington, Massachusetts,
USA. For more information, please visit www.bladelogic.com.
Legal Statements
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE
SOLICITATION AND THE OFFER TO BUY SHARES OF BLADELOGIC’S
COMMON STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT ON
SCHEDULE TO, INCLUDING AN OFFER TO PURCHASE AND OTHER RELATED MATERIALS
THAT BENGAL ACQUISITION CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF BMC
SOFTWARE, INC., INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION. ONCE FILED, BLADELOGIC STOCKHOLDERS SHOULD READ THOSE
MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE
OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS
AND CONDITIONS OF THE OFFER. ONCE FILED, BLADELOGIC STOCKHOLDERS WILL BE
ABLE TO OBTAIN THE TENDER STATEMENT ON SCHEDULE TO, THE OFFER TO
PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE
AT THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT www.sec.gov,
FROM THE INFORMATION AGENT AND DEALER MANAGER NAMED IN THE TENDER OFFER
MATERIALS OR FROM BENGAL ACQUISITION CORPORATION.
This press release contains forward-looking statements that involve
risks, uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of BMC and
its consolidated subsidiaries could differ materially from those
expressed or implied by such forward-looking statements and assumptions.
All statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including the expected
benefits and costs of the transaction; management plans relating to the
transaction; the expected timing of the completion of the transaction;
the ability to complete the transaction considering the various closing
conditions, including those conditions related to regulatory approvals;
any statements of the plans, strategies and objectives of management for
future operations, including the execution of integration plans; any
statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Risks, uncertainties and assumptions
include the possibility that expected benefits may not materialize as
expected; that the transaction may not be timely completed, if at all;
that, prior to the completion of the transaction, BladeLogic’s
business may not perform as expected due to transaction-related
uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; and other risks that are
described from time to time in BMC's and BladeLogic's Securities and
Exchange Commission reports, including but not limited to the risks
described in BMC's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 2007 and BladeLogic's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 31, 2007. BMC assumes no
obligation and does not intend to update these forward-looking
statements.
BMC, BMC Software, and the BMC Software logo are the exclusive
properties of BMC Software, Inc., are registered with the U.S. Patent
and Trademark Office, and may be registered or pending registration in
other countries. All other BMC trademarks, service marks, and logos may
be registered or pending registration in the U.S. or in other countries.
All other trademarks or registered trademarks are the property of their
respective owners. © Copyright 2008 BMC
Software, Inc.
CONTACT: BMC Software
Mark Stouse, +1-713-918-2714
mark_stouse@bmc.com
or
Waggener Edstrom
Jen Cadmus, +1-512-934-8350
jcadmus@waggeneredstrom.com