BMC Software, Inc. (Nasdaq:BMC) (the "Company" or "BMC Software")
announced today that it has extended the expiration date for its
previously announced tender offers (the "Tender Offers") to
purchase for cash any and all of its issued and outstanding 4.25%
Notes due 2022 (the "4.25% Notes") and 4.50% Notes due 2022 (the
"4.50% Notes" and, together with the 4.25% Notes, the "Notes") upon
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement (the "Statement") and
the accompanying Letter of Transmittal and Consent (the "Letter of
Transmittal"), each dated as of July 18, 2013. The Tender Offers
are being made in connection with the Agreement and Plan of Merger,
dated as of May 6, 2013, by and among the Company, Boxer Parent
Company Inc., a Delaware corporation ("Parent") and Boxer Merger
Sub Inc., a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), as amended from time to time, pursuant to
which Merger Sub will be merged with and into the Company with the
Company continuing as the surviving corporation (such transaction,
the "Acquisition").
The Tender Offers, previously scheduled to expire at 5:00 p.m.
New York City time on August 15, 2013, and subsequently extended to
expire at 5:00 p.m. New York City time on September 5, 2013, will
now expire at 5:00 p.m. New York City time on September 9, 2013
(such time and date, as may be extended, the "Expiration Date").
The Tender Offers remain subject to all previously announced terms
and conditions.
As of 5:00 p.m., New York City time, on September 5, 2013,
$453,809,000 aggregate principal amount of 4.25% Notes,
representing 90.76% of the 4.25% Notes, were tendered and
$270,274,000 aggregate principal amount of 4.50% Notes,
representing 90.09% of the 4.50% Notes, were tendered.
This press release constitutes an amendment to the Statement and
Letter of Transmittal. Except as set forth herein, the complete
terms and conditions of the Tender Offers remain the same as set
forth in the Statement and Letter of Transmittal previously
distributed to eligible holders of the Notes.
Holders of the Notes may obtain copies of the Statement and the
related Letter of Transmittal from the Information Agent and Tender
Agent, D.F. King and Co., Inc., at (212) 269-5550 (collect, for
banks and brokers only) and (800) 967-4604 (toll free).
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Tender Offers will only be made pursuant to the terms
of the Statement and the related Letter of Transmittal.
BMC Software. IT innovation drives business
transformation.
For more than 30 years, BMC has helped thousands of companies
around the world master IT complexity. From mainframe to mobile,
from the back room to the boardroom, BMC delivers the automation,
integration, and sophistication that enable the business and IT to
perform like never before. To learn more, visit bmc.com.
BMC, BMC Software, and the BMC Software logo are the exclusive
properties of BMC Software Inc., are registered with the U.S.
Patent and Trademark Office, and may be registered or pending
registration in other countries. All other BMC trademarks, service
marks, and logos may be registered or pending registration in the
U.S. or in other countries. All other trademarks or registered
trademarks are the property of their respective owners. © Copyright
2013 BMC Software, Inc.
Additional Information and Where to Find It
Investors and security holders may obtain a free copy of
documents filed by BMC Software with the SEC at the SEC's website
at http://www.sec.gov. In addition, investors and security holders
may obtain a free copy of BMC Software's filings with the SEC from
BMC Software's website at http://investors.bmc.com/sec.cfm or by
directing a request to: BMC Software, Inc., 2101 CityWest Blvd.,
Houston, Texas 77042-2827, Attn: Investor Relations, (713)
918-1805.
Forward-Looking Statements
Statements about the expected timing, completion and effects of
the Tender Offers and all other statements herein, other than
historical facts, constitute forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place
undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks and uncertainties that could cause the actual results to
differ materially from such forward-looking statements.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements represent the Company's views as of the date on which
such statements were made. The Company anticipates that subsequent
events and developments may cause its views to change. However,
although the Company may elect to update these forward-looking
statements at some point in the future, it specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing the Company's views as of any
date subsequent to the date hereof. Additional factors that may
affect the business or financial results of the Company are
described in the risk factors included in the Company's filings
with the SEC, including the Company's 2013 Annual Report on Form
10-K and later filed quarterly reports on Form 10-Q and Current
Reports on Form 8-K, which factors are incorporated herein by
reference. The Company expressly disclaims a duty to provide
updates to forward-looking statements, whether as a result of new
information, future events or other occurrences.
CONTACT: Mark Stouse, Global Communications
Mobile 281-468-1608
mark_stouse@bmc.com
Derrick Vializ, Investor Relations
Office 713-918-1805
derrick_vializ@bmc.com
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