BMC Software (NYSE:BMC) today announced that its direct wholly
owned subsidiary, Bengal Acquisition Corporation, has commenced its
tender offer for all outstanding shares of BladeLogic (NASDAQ:BLOG) at
a price of $28.00 per share, net to the seller in cash, without
interest.
The cash tender offer is being made pursuant to an Offer to
Purchase, dated March 21, 2008, and in connection with the Agreement
and Plan of Merger, dated as of March 17, 2008, by and among BMC,
Bengal Acquisition Corporation and BladeLogic, which BMC and
BladeLogic publicly announced on March 17, 2008.
Unless the tender offer is extended, the tender offer and any
withdrawal rights to which BladeLogic´s shareholders may be entitled
will expire at 12:00 midnight, Boston, Massachusetts time, on
Thursday, April 17, 2008. There is no financing condition to the
tender offer. The tender offer is subject to certain customary
conditions set forth in the Offer to Purchase referenced above,
including that the number of shares tendered in the offer, together
with the shares already owned by BMC, represent at least a majority of
the shares of BladeLogic on a fully diluted basis.
Following the acceptance for payment of shares in the tender offer
and the completion of the transactions contemplated in the merger
agreement, BladeLogic will become a wholly owned subsidiary of BMC.
The BladeLogic board of directors has unanimously recommended that
BladeLogic stockholders accept the offer.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase, Letter of Transmittal and other
related materials to be filed by BMC and Bengal Acquisition
Corporation with the Securities and Exchange Commission today. In
addition, a Solicitation/Recommendation Statement on Schedule 14D-9
relating to the tender offer is to be filed today with the Securities
and Exchange Commission by BladeLogic. Copies of the Offer to
Purchase, Letter of Transmittal and other related materials, including
the Solicitation/Recommendation Statement, are available free of
charge from MacKenzie Partners, Inc., the information agent for the
tender offer, at (800) 322-2885 (toll free) or (212) 929-5500
(collect). The Depositary for the tender offer is Computershare Trust
Company and the Dealer Manager for the tender offer is Merrill Lynch &
Co.
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 OFFER
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.
