BMC Software to Purchase BladeLogic

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BMC Software has signed a definitive agreement to purchase BladeLogic, a data center automation company, for $28.00 per outstanding share of BladeLogic common stock in cash or approximately $800 million, net of cash acquired. When completed, the BladeLogic acquisition will add a significant, high-growth revenue stream to BMC, accelerating the company's long- term growth expectations for revenues, earnings, and cash flow.

"Organizations around the world will spend more than $140 billion dollars this year running data centers", said Bob Beauchamp, BMC's president and chief executive officer. "Automation is the only way IT can bring this spending under control and still meet the reliability and time-to-market requirements of their businesses. BMC's acquisition of BladeLogic will create the new IT Service Automation leader, unique in its ability to provide these critical capabilities. It is a natural and very significant next step in our vision of Business Service Management."

BMC was the first enterprise software company to articulate the customer need for Business Service Management (BSM), the most effective approach for managing IT from the perspective of the business. This acquisition will combine BMC's BSM platform with BladeLogic's data center automation solutions. BladeLogic is the fastest growing company in the fastest growing segment of IT management software.

Customers of the combined solution can expect a 90 percent improvement in IT operational efficiency in 90 days, as well as address the critical challenges of compliance, virtualization, and availability. In contrast, competitors' incomplete and disjointed portfolios typically lead to partial solutions that demand expensive and lengthy professional services engagements.

"When it comes to data center management, IT organizations have learned the hard way that the architecture you start with is the architecture you're stuck with", said Dev Ittycheria, BladeLogic's president and chief executive officer. "From day one, we focused on developing an architecture specifically designed for managing today's complex data center. Our growth and competitive win rate is strong evidence that we got this right. Our award-winning, next-generation architecture will be a natural extension of BMC's BSM platform."

A highly integrated architecture is required to realize the potential of Service Automation. BMC and BladeLogic's solution portfolios are already integrated, and customers have embraced the combined solution. This is a continuation of BMC's strategy to preserve the "purpose built" capabilities of each company's products, as demonstrated by BMC's other recent successful acquisitions.

Over the last twelve months, BMC has acquired and successfully integrated multiple companies whose performance continues to exceed expectations.

BMC expects this transaction to significantly accelerate the company's top-line growth, and from an EPS perspective, BMC expects it to be slightly dilutive to non-GAAP earnings in fiscal year 2009, including the write-down of deferred revenues and one time integration and retention expenses, and accretive to non-GAAP earnings in fiscal year 2010. The acquisition will be conducted by means of a tender offer for all of the outstanding shares of common stock of BladeLogic, followed by a second-step merger. The board of directors of BladeLogic has unanimously recommended that the stockholders of BladeLogic accept the offer. The offer, which is expected to commence within the next ten days, will be subject to customary conditions, including regulatory approvals.

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