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BORLAND.TXT
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1991-07-11
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FOR IMMEDIATE RELEASE
Contact:
Dick O'Donnell
Borland International, Inc.
(408) 439-1631
Sandra Hawker
Borland International, Inc.
(408) 439-1659
Jill Kramer
Ashton-Tate Corp.
(408) 927-5070
Fred Hoar
Miller Communications
(415) 962-9550
BORLAND TO ACQUIRE ASHTON-TATE
SCOTTS VALLEY, Calif., -- July 10, 1991 -- Borland International,
Inc. (NASDAQ:BORL) and Ashton-Tate Corporation (NASDAQ:TATE)
announced today that they have entered into a definitive merger
agreement providing for the acquisition of Ashton-Tate by Borland.
Under terms of the agreement, which was unanimously approved by the
board of directors of both software companies late yesterday
afternoon, Ashton-Tate shareholders will receive a fraction of a
share of Borland common stock having a market value of $17.50 for
each of their shares, provided that no less than 0.346 shares and no
more than 0.398 shares will be issued for each Ashton-Tate share.
Ashton-Tate has approximately 25.1 million shares outstanding and
Borland has approximately 15 million shares outstanding.
Completion of the transaction is subject to, among other things, the
approval of each company's shareholders and the receipt of all
required governmental approvals. It is anticipated that the
transaction will be tax-free to Ashton-Tate's shareholders and
accounted for as a pooling of interests. The transaction is expected
to be completed later this year.
As part of the transaction, Ashton-Tate has granted to Borland an
irrevocable option, exercisable under certain circumstances, to
acquire five million authorized but unissued Ashton-Tate shares, or
approximately 19.9 percent of Ashton-Tate's presently outstanding
shares, at a price of $17.50 per share. The merger agreement also
provides that if the transaction is not completed under certain
circumstances Ashton-Tate or Borland may be required to pay a fee of
$13.5 million to the other.
Commenting on the proposed transaction, Phillippe Kahn, Borland's
chairman, president and CEO, said: "Borland and Ashton-Tate are an
excellent strategic fit and will have an exceptional organization,
with the technology and product breadth to meet customer needs in the
'90s. This transaction will allow us to provide a full range of
software products -- from databases and spreadsheets to graphics and
programming languages -- all designed for client-server computing
architectures on a variety of platforms. We intend to protect
customer investments in each company's products, including Paradox
and dBASE products, and provide a smooth migration path to future
technologies."
William P. Lyons, chairman and CEO of Ashton-Tate said: "This
transaction provides outstanding value for our shareholders and
expands our ability to meet customers' current and evolving computing
needs. Customers will benefit from our complementary product lines,
distribution channels, Ashton-Tate's extensive global operations and
Borland's object-oriented technology."
Borland officials said they expect to achieve economies of scale and
significant operational efficiencies as a result of the merger.
Lazard-Freres & Co. is acting as financial advisor to Borland, and
Goldman, Sachs & Co. as financial advisor to Ashton-Tate in
connection with the transaction.
Borland International, Inc., headquartered in Scotts Valley, Calif.,
is a leading developer of object-oriented business software and
programming languages. Borland offers some of the world's most
widely used PC software, including Paradox, Quattro Pro,
ObjectVision, Borland C++, Turbo C++, Turbo Pascal for Windows and
Sidekick.
Headquartered in Torrance, California, Ashton-Tate Corporation
develops and markets business applications software for a broad range
of platforms. The company's major product categories include the
dBASE family of database management systems, graphics, word
processing and integrated decision support. Ashton-Tate also offers
a comprehensive line of training, consulting and support services.
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