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. © Copyright 2008 BMC
Software, Inc.
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