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
has unanimously 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. (C) Copyright 2008 BMC Software,
Inc.
