Ascential Software To Purchase Mercator

Creates comprehensive data integration product set for transactional, operational, and analytical requirements regardless of data volumes or latency

Creates comprehensive data integration product set for transactional, operational, and analytical requirements regardless of data volumes or latency

WESTBORO, Mass., and WILTON, Conn. — August 4, 2003 —Ascential Software Corporation (Nasdaq: ASCL)today jointly announced a definitive agreement to acquire Mercator Software (Nasdaq: MCTR), a 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."

"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 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
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.
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