Open Environment Corp · 8-K · For 5/11/96 · EX-99.1

Filed On 6/5/96   ·   SEC File 0-25794   ·   Accession Number 950109-96-3643

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-2.1      Agreement and Plan of Merger                          56    227K 
 3: EX-99.1     Press Release                                          3     17K 

EX-99.1   ·   Press Release

EX-99.1
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FOR IMMEDIATE RELEASE                                                           
Contact:                                                                        
Knox Richardson                                                                 
Borland International Inc.                                                      
(408) 431-1201                                                                  
krichardson@wpo.borland.com                                                     

Maureen MacGregor                                                               
Open Environment Corporation                                                    
(617) 562-5885                                                                  
mac@openenv.com                                                                 

BORLAND TO ACQUIRE OPEN ENVIRONMENT CORPORATION                                 
Together to Offer Multi-Tier, Scalable Client/Server and Intranet Solutions     

SCOTTS VALLEY, Calif. -- May 13, 1996 -- Borland International Inc.   
(NASDAQ:BORL) and Open Environment Corporation (NASDAQ:OPEN) today announced    
they have entered into a definitive merger agreement providing for the          
acquisition of Open Environment by Borland.                                     

Open Environment, based in Boston, MA, is a leading provider of highly
scalable, multi-tier client/server products used by more than 300, Global 1000  
corporations.  Under the terms of the agreement, which was approved by the board
of directors of both software companies, Open Environment shareholders will     
receive .51 shares of Borland common stock for each share of Open Environment   
common stock held by them; provided that the shares issued for each Open        
Environment share shall have market value of no more than $25 and no less than  
$12.75.  Open Environment has approximately eight million shares and vested     
options outstanding giving an indicated value of approximately $64 million for  
the transaction.  Borland has approximately 31 million shares outstanding.      

 "The acquisition of Open Environment is an important part our strategic
plan and is aimed at accelerating our growth in the client/server and Internet  
markets," said Gary Wetsel, president and CEO, Borland International.  "With    
this acquisition, we are strengthening our opportunities to serve departmental  
client/server developers and extending our solutions to the enterprise.  The    
acquisition of Open Environment more than doubles our worldwide client/server   
sales force and gives us important new client/server and Intranet support,      
consulting, and education capabilities."                                        

     "Multi-tier client/server development is the fastest growing segment of the
application development market," said Dr. John Donovan, chairman, Open          
Environment Corporation, and a professor at MIT.  "Through the acquisition of   
Open Environment, Borland will be able to offer its customers a business        
advantage by providing the only scalable architecture that meets the developer's
needs from the desktop to the enterprise, unlike the incomplete solutions of    
competitive offerings. In addition, Borland's forthcoming visual development    

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tool for Java (code-named Latte) combined with the multi-tier Open Environment  
technology, will provide the most comprehensive Java Internet solution in the   
market today."                                                                  

   "We've been impressed with the growing acceptance of Delphi Client/Server
Suite in the Open Environment customers base," said Adam Honig, president, Open 
Environment Corporation. "We believe that there is a strong operational fit     
between Borland and Open Environment which should result in better service of   
our existing customer base and an enhanced ability to reach new customers."     

Expanded Client/Server Distribution and Support                                 

   Borland plans to leverage Open Environment's North American, European and
Asian direct sales organizations as well as Open Environment's well developed   
partnership program which includes over 75 strategic client/server VARs and     
systems integrators.  This partnership program will complement Borland's Premier
Value Added Partner Program and result in wider distribution of Borland and Open
Environment products worldwide.  Open Environment's products will benefit from  
greater visibility through Borland's client/server seminar programs, direct     
marketing and broad two-tier distribution.                                      

Borland will also benefit from Open Environment's mature worldwide    
technical support infrastructure, training and consulting organizations.  These 
capabilities will allow Borland to offer a range of consulting services that    
assist customers from application design, through pilot projects, development,  
testing and deployment.                                                         

  "Our client/server business grew 170 percent during the last fiscal year
and we recognized the need to quickly expand our infrastructure to provide      
broader solutions for our customers," said Michael Greenbaum, vice president of 
Borland's Client/Server Development Tools Group.  "Open Environment has many of 
these programs and services in place as well as an ongoing revenue stream to    
help support them."                                                             

Technological Synergy                                                           

With the acquisition of Open Environment, the founder of multi-tier,  
client/server architectures, Borland will combine its high-performance, rapid   
application development tools with Open Environment's scalable, multi-tier      
solutions, to make it easier for developers to create open, scalable,           
distributed applications across heterogeneous environments. Borland's robust    
development tools and Open Environment's second-generation client/server product
line work together today without requiring additional engineering effort.  In   
fact, Open Environment has already demonstrated their forthcoming OLEnterprise  
technologies working with Borland's Delphi Client/Server Suite at trade shows   
and other industry events.                                                      

  "Enterprise applications are complex, have a large number of users, have
high performance requirements and require support of diverse hardware           
platforms," said Paul Gross, senior vice president of Research and Development  
at Borland.  "Distributed computing solutions, such as Open Environment's,      
address these requirements by delivering greater performance, scalability and   
reliability through a multi-tier architecture.  By combining our efforts with   
Open Environment, Borland will give enterprise developers the benefits of using 
high-performance, high productivity tools, such as Delphi, that have set the    
standard in departmental, client/server development."                           

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   Completion of the transaction is subject to, among other things, approval
of the Open Environment shareholders and the receipt of all required            
governmental approvals.  It is anticipated that the transaction will be tax-free
to Open Environment shareholders and accounted for as a pooling of interests.   
The transaction is expected to be completed later this summer.                  

Open Environment Corporation                                                    

  Founded in 1993, Open Environment (NASDAQ:OPEN) pioneered the three-tier
client/server architectures, which has grown to become a de facto development   
standard for building scalable enterprise applications.  Open Environment's     
product line includes Entera, an independent framework for building, managing   
and deploying highly scalable, client/server applications, and OLEnterprise, the
industry's first open, distributed object environment based on Microsoft's OLE. 
For more information, access the Open Environment World Wide Web Site at        
http://www.openenv.com.                                                         

Borland: Making Development Easier                                              

    Borland International Inc. (NASDAQ:BORL) is a leading provider of products
and services targeted to software developers.  Borland is distinguished for its 
high quality software development tools, which include Delphi, Delphi           
Client/Server Suite, Borland C++, Visual dBASE, Paradox, ReportSmith and        
InterBase.  Borland's award-winning products are supported through comprehensive
programs for small- and large-sized software developers, corporate developers,  
value added resellers and system integrators.  Founded in 1983, Borland is      
headquartered in Scotts Valley, California.                                     

NOTE TO EDITORS: Copies of previous Borland press releases and additional       
corporate and product information are available on Borland's Internet World Wide
Web (WWW) site, at http://www.borland.com.                                      
###                                                                             

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
For The Period Ended		5/11/96
		5/13/96		1
Filed On / Filed As Of		6/5/96
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