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EXHIBIT 99.1
NETIQ AND WEBTRENDS AGREE TO MERGE
STRATEGIC COMBINATION WILL LEVERAGE COMPLEMENTARY STRENGTHS TO CREATE THE
LEADING PROVIDER OF EBUSINESS INFRASTRUCTURE MANAGEMENT AND
INTELLIGENCE SOLUTIONS
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SAN JOSE, CA, AND PORTLAND, OR -- JAN. 17, 2001 -- NetIQ(R) Corp.
(NASDAQ: NTIQ), the market leader in Windows eBusiness infrastructure
management, and WebTrends(R) Corp. (NASDAQ: WEBT), the market leader in web
analytics and eBusiness intelligence, today announced a definitive merger
agreement, creating the leading provider of eBusiness infrastructure management
and intelligence solutions.
The combined company will be uniquely positioned to provide enterprise
organizations, eBusinesses and service providers the most comprehensive
infrastructure management and intelligence solutions for all the components of
their eBusiness infrastructure -- from back-end servers, networks and
directories to front-end web servers and applications. The resulting product
portfolio will include product lines for systems administration, network
performance management, operations management, security management, web
management, and eBusiness analytics and intelligence.
Under the terms of the transaction, which was approved by the boards of
directors of both companies, WebTrends shareholders will receive 0.480 shares of
NetIQ common stock for each WebTrends common share. Based on NetIQ's closing
price of $75.00 on Tuesday, January 16, 2001, the transaction is valued at
$36.00 per WebTrends share, or a total of approximately $1 billion. On a fully
diluted basis, NetIQ shareholders will own approximately 76% of the company and
WebTrends shareholders will own approximately 24%. With the combination, NetIQ
will have a market capitalization in excess of $4 billion, pro forma calendar
2000 revenues of approximately $160 million, more than 52,000 customers and
about 1,000 employees. The combined company will operate under the name NetIQ
Corporation.
"Building on the successful merger of NetIQ and Mission Critical and
other recent strategic moves, this combination is the logical next step in our
strategy to become the unparalleled leader in eBusiness infrastructure
management and intelligence solutions," said Ching-Fa Hwang, chief executive
officer of NetIQ. "By joining forces with WebTrends, we will
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significantly enhance our offering and deliver the most comprehensive solution
for managing both Windows- and non-Windows-based platforms such as Linux and Sun
Solaris, applications and devices, and Internet-based systems."
Eli Shapira, currently WebTrends chief executive officer, who will
become chief strategy officer for NetIQ, stated, "This combination is a
strategic fit that brings together two leaders focused on helping companies
increase the return from their eBusiness initiatives, from NetIQ's comprehensive
infrastructure management through WebTrends' Visitor Relationship Management
solutions. Simply stated, this combination will result in greatly enhanced
offerings for our more than 52,000 collective customers, increased business
opportunities with partners, significant value creation for our shareholders and
compelling opportunities for all our employees."
Shapira will join NetIQ's Board of Directors. Glen Boyd, currently
president and chief technology officer of WebTrends, will become chief
information officer of NetIQ, and Dan Meub, currently chief operating officer of
WebTrends, will become senior vice president of WebTrends products at NetIQ.
The combined company will be headquartered in San Jose, CA, with
development and operational personnel located in Houston, TX, Raleigh, NC and
Bellevue, WA. NetIQ will also maintain significant operations in Portland, OR,
where WebTrends is headquartered.
The transaction, which will be accounted for as a purchase and is
anticipated to be tax-free to the shareholders of both companies, is expected to
close late in the first calendar quarter or early in the second quarter, subject
to regulatory approvals, approval by the shareholders of both companies, and
customary closing conditions. The holders of approximately 30% of WebTrend's
outstanding shares have agreed to vote their shares in favor of the merger. The
transaction is expected to be accretive to NetIQ's earnings per share beginning
in the June quarter excluding non-cash acquisition related charges, if any,
arising from the merger.
NetIQ and WebTrends will host an analyst/investor conference call today,
Wednesday, January 17, 2001 at 8:30 a.m. (EST) to discuss the proposed merger
between the two companies. Individuals calling from the United States can access
the call by dialing 888-769-8925 at 8:20 a.m. (EST). International callers
should dial 312-470-7391. The name of the call and pass code is NetIQ and
WebTrends. Media are invited to join the call in a listen-only mode.
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NETIQ/WEBTRENDS EARNINGS ANNOUNCEMENTS
NetIQ will issue its second quarter of fiscal year 2001 earnings
announcement on Thursday, January 18, 2001 following the stock market close.
Ching-Fa Hwang, President and CEO, and Jim Barth, Senior Vice President and CFO
will review second quarter earnings in a teleconference call at 4:30 PM EST.
WebTrends will release its fourth quarter 2000 and year-end results on Tuesday,
January 23, 2001 following the stock market close. Eli Shapira, Chairman and CEO
and Jim Richardson, Senior Vice President and CFO will review the results with
the investment community in a teleconference at 5:00 PM EST that afternoon. Both
companies expect to report results exceeding consensus revenue and earnings
estimates for the quarter.
ABOUT WEBTRENDS
Founded in 1993, WebTrends Corporation (Nasdaq:WEBT) is the leading
provider of Visitor Relationship Management and eBusiness Intelligence solutions
for Internet and intranet servers and firewalls. WebTrends offers organizations
a comprehensive set of solutions to improve the return on investment from
eBusiness initiatives. The company is headquartered in Portland, OR. For more
information, please visit WebTrends' Web site at http://www.webtrends.com or
call 503-294-7025.
ABOUT NETIQ
NetIQ (Nasdaq:NTIQ) is a leading provider of e-business infrastructure
management software encompassing application, directory, server and network
performance management. The company is headquartered in San Jose, Calif., with
development and operational personnel in Houston, TX; Raleigh, N.C.; and
Bellevue, WA. For more information, please visit NetIQ's Web site at
http://www.netiq.com/ or call 408-856-3000.
# # #
All referenced product names are trademarks of their respective companies.
SAFE HARBOR STATEMENT
Statements in this press release other than statements of historical fact are
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The companies' actual future results could differ
materially from the results discussed herein. Factors that could cause or
contribute to such differences include the risks inherent in acquisitions of
technology businesses including the
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successful consummation of the merger and integration of the companies, the
timing and successful development of technology; the ability to retain key
management and hire technical personnel and other employees; changing
relationships with customers, suppliers and strategic partners; unanticipated
costs associated with development and marketing activities; customer acceptance
of new product offerings; pricing of new products, and competition in our
various product lines. For a more complete discussion of risks and uncertainties
for each company see the section entitled "Factors That May Affect Future
Results" in the NetIQ annual report on Form 10-K, and "Risk Factors" in the
WebTrends annual report on Form 10-K as filed with the Securities and Exchange
Commission.
CONTACTS:
FOR NETIQ:
Susan Torrey, Press Relations, 713-962-1888, [email protected]
Jim Barth, Chief Financial Officer, 408-856-3069, [email protected]
FOR WEBTRENDS:
Bill Schneider, Press Relations, 503-294-7025 x 2362, [email protected]
Nanci Werts, Investor Relations, 503-294-7025 x 2564 [email protected]
