Business Objects to Acquire Crystal Decisions

Creates provider of business intelligence and enterprise reporting solutions

Creates provider of business intelligence and enterprise reporting solutions

San Jose and Palo Alto, CA, and Paris, France — July 30, 2003 — Business Objects and Crystal Decisions Inc. have announced a definitive agreement under which Business Objects will acquire privately-held Crystal Decisions, a business intelligence (BI) and enterprise reporting software provider.

Under the terms of the agreement, Business Objects said it would issue approximately 26.5 million shares of common stock in respect of outstanding Crystal Decisions common shares and stock options, which will represent approximately 29 percent of the combined company's shares.

In addition, Crystal Decisions' stockholders will receive an aggregate of $300 million in cash. Based on the closing price of Business Objects' stock on July 17, 2003 the transaction is valued at an aggregate purchase price of approximately $820 million.

The transaction is expected to be accretive to Business Objects' 2004 earnings, prior to the impact of expected revenue and cost synergies but before purchase accounting adjustments.

The companies said they expect to capitalize on growth opportunities resulting from complementary products, channels and geographic presence. The companies also believe there are opportunities for operating cost synergies, which are expected to result in pre-tax savings of approximately $25 million for calendar year 2004.

Crystal Decisions said it has achieved 30 percent annual growth in 2002. For the 12 months ended March 2003, Crystal Decisions' revenue was $270 million, with an operating margin of 14 percent.

Crystal Reports, the company's main product, has shipped over 14 million licenses. Crystal Decisions also reported having over 350 original equipment manufacturer (OEM) relationships, including Hyperion, Microsoft, Peoplesoft and SAP.

Bernard Liautaud, chairman and CEO of Business Objects, said, "The two companies have complementary businesses, across many dimensions: product capabilities, distribution channels, international coverage and skill set."

"We are excited about becoming the largest shareholder of the combined company," said Dave Roux, a Crystal Decisions board member and co-founder of Silver Lake Partners. "This combination is a powerful one for customers, partners and employees. I look forward to serving as a board member of Business Objects and working with Bernard Liautaud and the other members of the management team." Mr. Roux is expected to join the Business Objects board of directors.

The transaction is expected to close in the fourth calendar quarter of 2003, and is expected to be tax free to shareholders of both companies with respect to the stock consideration the shareholders receive. The transaction is subject to regulatory reviews and approvals, including under the Hart-Scott-Rodino Act, approval by the shareholders of Business Objects, and certain other customary conditions.

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