Embarcadero Technologies® to Acquire CodeGear? From Borland® Software

Embarcadero Technologies, a privately-held company of Thoma Cressey

Bravo, today announced that they signed a definitive asset purchase

agreement with Borland Software Corporation (NASDAQ:BORL) to purchase

its CodeGear division. The transaction is expected to close in 30 to 60

days. By combining the market leaders in development tools and database

tools, Embarcadero will be able to address the growing productivity and

resource challenges companies face as a result of different applications

and diverse database platforms. With more than $100 million in annual

revenue and over 500 employees worldwide, the combined companies will

operate under the Embarcadero Technologies name.
"The application and database development

worlds are colliding and the synergies between these two companies make

this union timely and logical," said Orlando

Bravo, managing partner of Thoma Cressey Bravo. "This

acquisition will yield Embarcadero the financial strength, people and

product innovation to aggressively address the demands of this evolving

market," said Holden Spaht, Principal of Thoma

Cressey Bravo.
The acquisition of the CodeGear business is expected to make Embarcadero

the world´s largest, independent software

provider offering an integrated portfolio to design, develop, manage and

optimize heterogeneous applications and their databases. Customers and

partners will benefit from Embarcadero´s

ability to help fully integrate their application development lifecycle

automate error-prone tasks and dramatically increase their productivity.
In addition, Embarcadero gains a significantly larger sales footprint to

serve millions of software developers, architects, independent software

vendors (ISVs) and database professionals worldwide. The combined market

opportunity for Embarcadero and CodeGear products will represent more

than 15 million users worldwide and is expected to grow by up to 10

percent annually, according to industry reports.
"Today´s

announcement is great news for our CodeGear customers, employees

partners and the community at large," said

Jim Douglas, CEO of CodeGear. "This will give

us the resources to be even more aggressive and focused on our core

products and markets."
CodeGear serves a range of Java and Windows developers through its

award-winning JBuilder®, Delphi® and C++Builder® product lines, as well

as a new generation of web developers with its innovative products for

the PHP and Ruby languages.
"CodeGear is a recognized leader with a loyal

developer community and established global channels," said Wayne Williams, CEO of Embarcadero Technologies. "By

incorporating its strong product portfolio, Embarcadero will be

positioned to expand into new markets and develop cutting-edge products

that are a quantum leap for the industry. The combination of our

companies will unlock enormous potential for our customers and partners."
Embarcadero expects to pay a purchase price of approximately $23 million

to Borland for the CodeGear assets and Borland will retain CodeGear

accounts receivables which are estimated to have an approximate value of

an additional $7 million. Other material terms will be disclosed in a

Form 8-K to be filed by Borland with the Securities and Exchange

Commission.
The transaction is expected to close by June 30, 2008. Until then

Embarcadero will continue to operate as an autonomous entity and

CodeGear will remain a division of Borland Software. Once the

transaction is closed, Williams will continue in his role and lead the

combined business.
About Embarcadero Technologies
Embarcadero Technologies, Inc. delivers professional grade database

tools that companies use to design, develop and manage databases and the

data they contain. More than 12,000 customers worldwide and over 90 of

the Fortune 100 rely on Embarcadero´s cross-platform tools to reduce

complexity, improve productivity and strengthen security. The company´s

flagship database tools include: ER/Studio, DBArtisan, Rapid SQL and

Change Manager. Founded in 1993, Embarcadero Technologies is

headquartered in San Francisco with offices in Melbourne, Australia

Munich, Germany and Maidenhead, United Kingdom. For more information

visit www.embarcadero.com.
About CodeGear
CodeGear from Borland Software Corporation (NASDAQ: BORL) delivers

innovative, high-productivity development tools for a wide spectrum of

software developers ranging from individuals to enterprise teams.

CodeGear products enable developers to freely develop on their platform

of choice while focusing on simplifying complex technologies and tasks

so they can concentrate on application design, not infrastructure, to

enable on-time project delivery. With more than 3.2 million users in

more than 29 countries, CodeGear supports some of the most demanding

vertical industries including financial services, telecommunications

manufacturing, healthcare and government. To learn more about CodeGear

and its products, visit www.codegear.com.

CodeGear. Where Developers Matter.
About Thoma Cressey Bravo
Thoma Cressey Bravo is a leading private equity investment firm that has

been providing equity and strategic support to experienced management

teams building growing companies for more than 27 years. The firm

originated the concept of "industry

consolidation" or "build

and buy" investing, which seeks to create

value through the strategic use of acquisitions to accelerate business

growth. Through a series of private equity funds, Thoma Cressey Bravo

currently manages approximately $2.0 billion of equity capital. In the

software industry, Thoma Cressey Bravo has completed 34 acquisitions

across 12 platform companies with total annual earnings in excess of

$500 million. For more information on Thoma Cressey Bravo, visit http://www.tcb.com.
Forward-Looking Statements
Statements made in this release that are not historical facts are "forward-looking

statements" and accordingly involve risk and

uncertainties that could cause actual results to differ materially from

those described in this release. Forward-looking statements include, for

example, all statements relating to the closing of the transaction and

the projected financial performance and plans and objectives of the

combined businesses. The potential risks and uncertainties that could

cause results to differ materially include, among others, the closing of

the transaction and the ability of management to predict the financial

and business performance. Neither Embarcardero nor Borland intend to

update this information to reflect future events or circumstances unless

required by law.
Embarcadero, the Embarcadero Technologies logos and all other

Embarcadero Technologies product or service names are trademarks or

registered trademarks of Embarcadero Technologies, Inc. All other

trademarks are property of their respective owners. CodeGearâ„¢, JBuilder®, Delphi® and C++Builder® are trademarks

or registered trademarks of Borland Software Corporation or its

subsidiaries in the United States and other countries.