Press Release
IBM to Acquire Ascential Software
Extends Leadership in Helping Customers Integrate, Structure
and Manage Information
ARMONK, NY and WESTBORO, Mass.–March 14,
2005–IBM
(NYSE: IBM) and Ascential Software Corporation (Nasdaq: ASCL) today announced
the two companies have entered into a definitive agreement for IBM to acquire
the equity of Ascential Software, a publicly held company based in Westboro, Mass., in an all cash
transaction at a price of approximately $1.1 billion or $18.50 per share. The acquisition is subject to Ascential
Software shareholder and regulatory approvals and other customary closing
conditions, and is expected to close in the second quarter of 2005.
Ascential Software is a leading provider of enterprise data integration
software. Customers worldwide use Ascential’s data integration software
to build enterprise data warehouses, power business intelligence systems,
consolidate enterprise applications, create and manage master repositories of
critical business information, and enable on demand data access. Ascential
Software’s integrated portfolio helps companies solve their
most complex and demanding data integration challenges to streamline
operations, improve customer support, expedite business transactions, and make
better strategic decisions.
The acquisition complements and strengthens IBM’s
fast-growing information integration business, a key part of the company's
information management efforts and a unit that produced triple-digit growth in
2004. Ascential Software also grew rapidly in 2004, with a reported 46 percent
total revenue increase to $271.9
million.
“Information integration is an important enabler of an
on demand business strategy and customers are increasing their investments in
software that allows them to rapidly analyze, consolidate and extract value
from their business data,” said Steve Mills, senior vice president and
group executive, IBM Software Group. “The acquisition of Ascential
Software expands IBM’s open information integration platform and
strengthens our ability to help customers create an environment that delivers
the data they need, in the right form, to the right location, and at the right
time. That’s the mark of an on demand business.”
The acquisition announced today addresses a key
customer challenge -- applying technology to respond much more quickly to
changing market conditions. For example, some of the largest retailers use
Ascential’s software to gather, standardize and structure sales
information from multiple channels (for example, Internet, catalogs,
storefronts), providing a single view of vendors and customers from disparate systems, and make
rapid inventory and pricing adjustments in response to changing market
demands. Enabling customers to react and respond with speed to rapidly
emerging business opportunities is an example of IBM's on demand business strategy.
Ascential
Software’s ability to quickly gather, move and enhance the quality of
large amounts of data complements IBM’s WebSphere
Information Integrator product portfolio. WebSphere Information Integrator software enables
customers to centrally manage and access data that is stored across a variety
of structured and unstructured sources, from IBM and non-IBM vendors, in
real-time. This combination will help customers solve numerous integration
problems. For example, a company trying to consolidate data from multiple ERP
systems into a single system could leverage WebSphere Information Integrator to
access various mainframe or distributed sources for profiling and assessment,
and then use Ascential Software’s data migration and transformation
capabilities to integrate the data.
IBM
is acquiring Ascential Software to extend the industry’s broadest and
deepest offering for standards-based business integration across heterogeneous
environments. With more than 3,000 customers and partners across all
major industries, Ascential Software is widely viewed as a leader in enterprise
data integration.
IDC,
a global market intelligence and advisory firm in the information technology
and telecommunications industries, projects that worldwide data integration spending
will increase from $9.3 billion in 2003 to $13.6 billion in 2008. IDC also
reports that the top 3 business issues most organizations say they need to be
addressed through integration are to respond faster to changing business needs,
improve operational productivity of employees, and provide better service to
customers.1
“The
integration market is changing and evolving as customers demonstrate a
preference for broad solutions that meet enterprise integration
requirements,” said Peter Gyenes, chairman and chief executive officer,
Ascential Software. “IBM shares our understanding that data integration
is a strategic component of information and process integration and offered us
this opportunity to combine and form a stronger competitor in the large and
growing integration market. At the same time, this transaction offers Ascential
Software shareholders solid appreciation over recent trading prices of our
stock, without the execution and business risk.”
Once
the acquisition is completed, IBM will:
Ascential Software already integrates with IBM
WebSphere Business Integration software as part of a service-oriented
architecture (SOA), providing complex data movement and transformation within a
process step, thereby helping customers speed time-to-market and increase their
ROI.
This
acquisition, combined with IBM’s middleware portfolio, strengthens
IBM’s leadership in key on demand initiatives such as business
intelligence, business performance management, business transformation,
multi-channel commerce, RFID, merger and acquisition consolidation, master data
management and regulatory compliance.
The Ascential Software technology also furthers IBM’s
commitment to open computing through its ability to support both IBM and
non-IBM data sources, including those of Oracle, Microsoft and SAP.
About IBM
IBM is the world's
largest information technology company, with 80 years of leadership in helping
businesses innovate. Drawing on resources from across IBM and key Business
Partners, IBM offers a wide range of services, solutions and technologies that
enable customers, large and small, to take full advantage of the new era of
e-business. For more information about IBM, visit www.ibm.com.
About
Ascential Software Corporation
Ascential Software
Corporation (Nasdaq: ASCL) is the leader in enterprise data integration.
Customers and partners worldwide use the Ascential Software Enterprise Integration
Suite to confidently transform data into accurate, reliable and complete
business information to improve operational performance and decision-making
across every critical business dimension. Our comprehensive end-to-end
solutions provide on demand data integration complemented by our professional
services, industry expertise, and methodologies.
Ascential Software is headquartered in Westboro, Mass., and has
more than 3,000 customers and partners globally across such industries as
financial services and banking, insurance, healthcare, retail, manufacturing,
consumer packaged goods, telecommunications and government. For more
information call 1-800-966-9875 (or 1-508-366-3888 from outside the
NOTE TO
INVESTMENT COMMUNITY:
Financial analysts can find more information regarding this acquisition
at: www.ibm.com/investor.
Ascential Software
management will host a conference call at 8:00 AM (EST) today to discuss this
important announcement. The conference call will be broadcast live through a
link on the Investor Relations page on the Ascential Software web site at www.ascential.com/investors. For
those who cannot attend the live broadcast, a replay will be available on the
web site at www.ascential.com/investors or
by calling (800) 945-1634 beginning about two hours after the call ends. No
passcode is required for the replay.
1 IDC
Worldwide Data Integration Spending 2004-2008 Forecast, July 2004 (IDC #31546), Steve McClure
IBM, DB2, and
IBM are trademarks of International Business Machines Corporation in the
ADDITIONAL INFORMATION
ABOUT THE MERGER
AND WHERE TO FIND IT
In connection with the proposed merger and required stockholder
approval, Ascential Software Corporation (the “Company”) will file
with the SEC a preliminary proxy statement and a definitive proxy statement
that will contain important information about the Merger. Investors and
security holders of the Company are urged to read the proxy statement, and any
other relevant materials filed by the Company because they contain, or will
contain, important information about the Company and the Merger. All documents
filed by the Company with the SEC, may be obtained for free at the SEC's
website at www.sec.gov. In addition, the documents filed with the SEC by the Company may be
obtained free of charge by directing such request to: David Roy, Vice
President of Investor Relations, (800) 966-9875 or from the Company's website at www.ascential.com.
The Company and its executive officers and directors
may be deemed to be participants in the solicitation of proxies from the
stockholders of the Company in favor of the acquisition. Information about the
executive officers and directors of the Company and their ownership of the
Company’s common stock is set forth in the proxy statement for the
Company’s 2004 Annual Meeting of Shareholders, which was filed with the SEC
on April 27, 2004. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of the Company and its
respective executive officers and directors in the acquisition by reading the
preliminary and final proxy statements regarding the acquisition, which will be
filed with the SEC.