Under the terms of the merger agreement between Borland and Starbase dated October 8, 2002, Borland acquired Starbase for an aggregate consideration of approximately $24 million. Pursuant to the merger agreement, on October 11, 2002, Borland commenced an all-cash tender offer to acquire all outstanding shares of Starbase at a price of $2.75 per share. In the tender offer, which expired on November 22, 2002, approximately 78.9% of the outstanding Starbase shares were tendered and purchased by Borland. The tender offer was followed by the merger on January 7, 2003 of Starbase with Galaxy Acquisition Corp., the wholly-owned subsidiary of Borland formed for the purpose of making the acquisition. In the merger, holders of the remaining outstanding shares of Starbase common stock at the time of the merger will receive the same $2.75 cash price per share paid in the tender offer. As a result of the merger, Starbase is now a wholly-owned subsidiary of Borland. Former Starbase stockholders will be receiving materials shortly to exchange their Starbase shares for merger consideration.
The acquisition provides Borland with market-leading software configuration management technology, a base of more than 4,200 customers and expertise surrounding this market, including a direct salesforce and research and development organisation. The Starbase technology solutions, covering requirements definition and management and change and configuration management, complement Borland’s market-leading, cross-platform application development lifecycle solutions.
"The integration of Starbase into Borland is moving forward as planned," said Frederick A. Ball, executive vice president of corporate development and mergers and acquisitions at Borland. "The first priority is to drive revenue growth through Borland’s worldwide distribution channels, which will be aided by the integration of the Starbase salesforce into Borland’s. Later this month, our enlarged salesforce will learn how to sell all of Borland’s products at Borland’s annual worldwide sales meeting with the goal of training salespeople to sell the combined product portfolio. The R&D organisation, which will be maintained at its existing locations, is expected to continue developing products currently in the pipeline with an emphasis on achieving tighter integration with the entire Borland solution set and delivering a seamless user experience."
"With this acquisition, we are advancing our goal of integrating the design, development, testing, and deployment phases of the application development lifecycle to create a single, seamless solution," said Dale L. Fuller, president and CEO of Borland. "Borland’s platform-independent solutions help enterprises accelerate the time it takes to create business applications that deliver a competitive advantage and improve total cost of ownership. As time-to-market demands continue to compress the development process, Borland solutions have become a more compelling and strategic purchase for enterprises of all sizes."