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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MERCATOR SOFTWARE, INC.
(Name of Subject Company)
MERCATOR SOFTWARE, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
587587106
(CUSIP Number of Class of Securities)
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ROY C. KING
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
MERCATOR SOFTWARE, INC.
45 DANBURY ROAD
WILTON, CT 06897
TELEPHONE: (203) 761-8600
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement)
Copy to:
MICHAEL WEINSIER, ESQ.
CHARLES A. SAMUELSON, ESQ.
JENKENS & GILCHRIST PARKER CHAPIN LLP
405 LEXINGTON AVENUE
NEW YORK, NY 10174
TELEPHONE: (212) 704-6000
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
ASCENTIAL SOFTWARE ANNOUNCES AGREEMENT TO ACQUIRE MERCATOR
SOFTWARE FOR $3 PER SHARE
- CREATES THE INDUSTRY'S FIRST AND MOST COMPREHENSIVE DATA INTEGRATION
PRODUCT SET FOR TRANSACTIONAL, OPERATIONAL, AND ANALYTICAL
REQUIREMENTS REGARDLESS OF DATA VOLUMES OR LATENCY
- GROWTH-ORIENTED ACQUISITION SIGNIFICANTLY INCREASES ASCENTIAL'S SIZE
AND SCALE
WESTBORO, MASS., AND WILTON, CONN., AUGUST 4, 2003 - Ascential Software
Corporation (Nasdaq: ASCL), the enterprise data integration leader, today
jointly announced a definitive agreement to acquire Mercator Software (Nasdaq:
MCTR), a leading provider of data transformation and routing solutions designed
for complex, high-volume transaction processing environments. The acquisition,
structured as a cash tender offer, is valued at approximately $106 million. This
combination is expected to create the largest independent enterprise data
integration software company with current annualized revenues of approximately
$250 million and more than 3,000 customers.
"Mercator's offerings are widely recognized for their ability to address
high-performance, real-time, complex data integration requirements and are a
natural complement to our offerings," said Peter Gyenes Chairman and CEO,
Ascential Software. "Our combined technologies, distribution channels,
partnerships, geographic coverage, and skill sets expand the size and scale of
our company, and allow customers to apply our comprehensive data integration
platform pervasively, throughout their enterprise, to support transactional,
operational and analytical application environments, regardless of data volumes
or latency."
STRATEGIC RATIONALE
This combination:
o Creates the largest independent software vendor focused exclusively on
enterprise data integration with $250 million in annualized revenue
and more than 3,000 customers
o Creates the industry's first and most comprehensive product set to
support the full spectrum of data integration requirements regardless
of data volumes or latency
o Extends and deepens Ascential Software's resources for technology
innovation, customer value and global reach
o Adds solutions, expertise, customers and partners in key vertical
markets including: finance, healthcare, retail, manufacturing and
distribution
o Elevates the visibility and strategic importance of Ascential Software
within the enterprise IT community
o Leverages Ascential Software's business model by accelerating
profitability and growth, providing accretion to earnings while
retaining substantial financial resources.
"Mercator and Ascential each have a history of successful innovation that
provides superior customer value," said Roy C. King, Chairman and CEO of
Mercator. "The combination of our highly complementary technology provides
Mercator customers the opportunity to immediately benefit from Ascential's
scalable suite of data profiling, data quality, transformation and meta data
management, as well as its Real-Time Integration (RTI) Services that enable
on-demand data integration in line with customers' business processes.
Ascential's customers can also benefit from Mercator's expertise in
transaction-oriented data transformation and routing; innovative industry-ready
integration solutions; and powerful adaptors for an extensive universe of
platforms, servers and other requirements of critical business technology. Each
of our constituencies can benefit from the substantial scale, stability and
global resources resulting from the Mercator/Ascential combination."
Ascential Software currently expects the acquisition to be accretive to earnings
within its first year of combined operations, as a result of cost synergies,
cross-selling opportunities and new revenue streams resulting from the
companies' complementary products, channels, and geographic presence.
"We believe that by combining Ascential Software and Mercator, we can accelerate
the achievement of our long term operating margin goals", continued Gyenes.
"Once we complete the integration of Mercator into Ascential Software, our
combined company
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will have more than 3,000 customers and 900 employees worldwide, and the
critical mass to increase innovation, customer value and service, while
achieving higher levels of profitability."
ABOUT THE TRANSACTION
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Under the terms of the merger agreement, Ascential Software will promptly
commence a cash tender offer for the outstanding shares of Mercator stock for $3
per share, which will be subject to certain conditions, as will be described in
the offer to purchase, letter of transmittal and related documents. The tender
offer is expected to close by the end of the third quarter, barring unforeseen
circumstances. This acquisition has been unanimously approved by the board of
directors of each company and is subject to regulatory and other customary
closing conditions. Bear Stearns acted as an advisor to Ascential Software. J.P.
Morgan Securities Inc. acted as an advisor to Mercator.
CONFERENCE CALL
Ascential Software and Mercator will hold a joint conference call at 9:00 AM
(EDT) today for investors and analysts to discuss the proposed transaction. To
participate in the call in the U.S. please dial 888-769-8522. International
callers should dial 630-395-0061. The pass code is "Ascential". A replay of the
call will be made available at 800-925-2379. No access code is required for the
replay. The replay will begin approximately two hours after the call and will be
available through 5:00 PM (eastern) on August 11, 2003. The conference call will
also be broadcast live through a link on the Investor Relations page on the
Ascential Software web site at WWW.ASCENTIAL.COM/INVESTORS. Please go to the web
site at least fifteen minutes prior to the call to register, download and
install any necessary audio software.
ABOUT MERCATOR SOFTWARE, INC.
Mercator delivers its customers and partners The Advantage Inside
Integration(TM), providing Industry-Ready Integration Solutions(TM) that solve
critical business problems in real-time, while leveraging current technology
investments and maximizing ROI. Mercator's core integration technology, Mercator
Inside Integrator(TM) 6.7, features a
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Solutions-Oriented Architecture(TM) which easily and seamlessly automates
high-volume, complex transactions. Over 1,100 enterprise customers leverage the
power, speed and flexibility of Mercator's proven integration technology and
industry expertise to build better business value and faster ROI. To hear why
our customers and partners believe Mercator is the advantage inside integration,
visit our Web site at WWW.MERCATOR.COM.
ABOUT ASCENTIAL SOFTWARE
Ascential Software Corporation is the leading provider of enterprise data
integration solutions to organizations worldwide. Customers use the Ascential
Enterprise Integration Suite to integrate and leverage data across all strategic
analytic and enterprise applications with confidence in the accuracy,
completeness and timeliness of critical information. Ascential Software's
powerful data profiling, data quality, data transformation, parallel processing,
meta data and connectivity solutions enable customers to reduce total cost of
ownership and increase return on IT investment. Headquartered in Westboro,
Mass., Ascential Software has offices worldwide and supports more than 2,200
customers in such industries as financial services, telecommunications,
healthcare, life sciences, manufacturing, consumer goods, retail, and
government. More information on Ascential Software can be found on the Web at
WWW.ASCENTIAL.COM.
# # #
This release contains forward-looking statements, as well as a number of
assumptions about future events and is subject to important factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The forward-looking statements in
this release address a variety of subjects including, for example, benefits of
the proposed transaction; expected synergies attained through the combination;
revenues and earnings expected following the
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acquisition; the ability of Ascential Software to retain substantial financial
resources; customer reaction to the acquisition and benefits to customers; the
creation of a product set that will support the full spectrum of data
integration requirements regardless of data volumes or latency; extension and
deepening of Ascential Software's resources, visibility and strategic importance
of Ascential Software within the enterprise IT community; the functionality,
characteristics, quality and performance capabilities of each company's products
and technology; results achievable and benefits attainable through deployment of
each company's products; customer requirements and expectations; reduction of
cost of ownership by customers and return on IT investment. The following
factors, among others, could cause actual results to differ materially from
those described in these forward-looking statements: the acquisition may not be
completed; the closing of the acquisition may be delayed; required regulatory
approvals may not be granted; shareholders may not tender their shares or vote
in favor of a merger; the businesses may not be successfully integrated or the
transition may require substantial time; the integration may involve unexpected
costs; both businesses may suffer as a result of uncertainty surrounding the
transaction; key employees may depart the company following the acquisition;
customers of each business may not adopt technology of the other business; as
well as other factors, such as, the ability of Ascential Software to expand its
market share; growth rates for the enterprise data integration software market;
general business conditions in the software industry, the technology sector, and
in the domestic and international economies; rapid technological change in the
markets served by Ascential Software; dependence on international operations;
global and geopolitical instability; and difficulties that Ascential Software
may experience integrating technologies, operations and personnel of completed
or future acquisitions. For a detailed discussion of these and other cautionary
statements, please refer to the filings made by Ascential Software with the
Securities and Exchange Commission, including, without limitation, the most
recent Quarterly Report on Form 10-Q. Ascential Software disclaims any intent or
obligation to update any forward-looking statements made herein to reflect any
change in Ascential Software's expectations with regard thereto or any change in
events, conditions, or circumstances on which such statements are based.
If a tender offer is commenced, any Offer to Purchase will be sent to all
Mercator stockholders. This document will contain important information and
should be read by stockholders. A tender offer statement on Schedule TO, which
will include the Offer to Purchase and other exhibits, will be filed with the
Securities and Exchange Commission. All documents filed with the SEC can be
examined for free at the SEC web site (HTTP://WWW.SEC.GOV.). They are also
available without charge by calling the Investor Relations department at 508
366-3888 or by sending a written request to that department at 50 Washington
Street, Westboro, Massachusetts.
(C) 2003 Ascential Software Corporation. All rights reserved. Ascential is a
trademark of Ascential Software Corporation or its affiliates and may be
registered in the United States or other jurisdictions. Other marks are the
property of the owners of those marks.
FOR MORE INFORMATION, CONTACT:
Press: Investors:
Chas Kielt David Roy
Ascential Software Corporation Ascential Software Corporation
(508) 366-3888 x3256 (508) 366-3888 x3290
chas.kielt@ascential.com david.roy@ascential.com
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Press: Press or Investors:
Jeff Aubin Jonathan Cohen
Beaupre & Co. Public Relations Mercator
(603) 559-5838 (203) 563-1214
jaubin@beaupre.com jcohen@mercator.com
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