FOR IMMEDIATE RELEASE
Borland International Inc.
Open Environment Corporation
firstname.lastname@example.orgBORLAND 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
tool for Java (code-named Latte) combined with the multi-tier Open Environment
technology, will provide the most comprehensive Java Internet solution in the
"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."
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."
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
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.
Dates Referenced Herein and Documents Incorporated By Reference