Combination creates independent provider of enterprise data integration software solutions
Westboro, MA September 12, 2003 Ascential Software Corp., a provider of enterprise data integration software, announced today that it has completed the acquisition of Mercator Software Inc.
Approximately 32.7 million shares of Mercator common stock, or 89.8 percent of the outstanding shares, were tendered in the tender offer. The shares, including 245,116 shares subject to guaranteed delivery, were accepted for payment and will be purchased for $3 per share in accordance with the terms of the offer. Payment for the shares purchased, as well as those shares tendered by guaranteed delivery will, upon delivery of those shares and other required documentation, be made promptly by the Bank of New York, the depositary for the offer.
Following the purchase of the tendered shares, Ascential, through its wholly owned subsidiary, said it exercised an option granted to it by Mercator for 19.99 percent of the then-outstanding common stock. As a result of the purchase of the shares and the exercise of the option, Ascential's subsidiary owned more than 90 percent of the outstanding shares of Mercator and effected a short-form merger with Mercator. NASDAQ has notified Ascential it will cease trading of Mercator shares immediately.
Each outstanding Mercator share not tendered has been converted into the right to receive $3 in cash, without interest. Ascential intends to send holders of such shares information regarding payment of the merger consideration or the exercise of their appraisal rights. Mercator stockholders who hold their shares through a broker will be receiving such information from their broker.
Peter Gyenes, chairman and CEO of Ascential Software, said the acquisition of Mercator expands Ascential's Enterprise Data Integration Suite. "This enables our customers to apply data integration solutions pervasively throughout the enterprise," he commented.
Gyenes added that all operations of Mercator would be immediately integrated within Ascential's operations. "With our combined technologies, distribution channels, partnerships, geographic coverage and skill sets, Ascential Software becomes the largest independent enterprise data integration software company with current annualized revenues of approximately $250 million and more than 3,000 customers," he said.
"Mercator's offerings are recognized for their ability to address data transformation and routing requirements in transaction oriented environments," said Pete Fiore, Ascential Software president. "We continue to expect this acquisition to be accretive to our earnings within the first year of combined operations, as a result of cost synergies, cross-selling opportunities and new revenue streams resulting from the addition of complementary products, channels and geographic presence."
