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Filed by NetIQ Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Exchange Act of 1934
Subject Company: Mission Critical Software, Inc.
Commission File No. 000-26205
[Logos of Mission Critical Software and NetIQ Corporation]
FACT SHEET
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Strategic Rationale:
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. The strategic merger of Mission Critical and NetIQ will create a powerhouse
uniquely positioned to provide comprehensive, leading-edge solutions for
managing eBusiness infrastructures and Windows NT- and Windows 2000-based
systems and applications. This transaction should be a tremendously
synergistic combination, joining companies with complementary product
offerings, target markets and customer bases.
. Combined, the new company will be able to provide eBusinesses, enterprise
customers and application service providers (ASPs) with end-to-end solutions
encompassing administration, and directory and applications management.
. In a related transaction, Mission Critical Software has also a letter of
intent to purchase Ganymede Software, Inc, a recognized leader in end-to-end
network performance management.
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Transaction Summary:
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Terms: 0.9413 share of NetIQ common stock for each Mission Critical
common share
Assuming the completion of the Ganymede acquisition, pro
forma shares outstanding will be 36.3 million primary and
41.7 million diluted.
Structure: Purchase accounting/tax-free exchange
Closing: During the quarter ended June 30, 2000
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Combined Company Key Facts:
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Name: The company will have new name by time of approval of
merger.
Headquarters: The new company will be headquartered in Santa Clara,
California with key executives, development and
operational personnel in Houston, Texas and operations
and development in Raleigh, North Carolina.
Management: Michael S. Bennett, Executive Chairman
Ching-Fa Hwang, Chief Executive Officer
James A. Barth, Chief Financial Officer
Stephen E. Odom, Chief Operating Officer
Thomas P. Bernhardt, Chief Technology Officer
Employees: Approximately 460
Revenues: Approximately $73 million for the twelve months
ended December 31, 1999
Market Capitalization: $2.7 billion as of February 25, 2000 for Mission
Critical and NetIQ combined; $2.9 billion including
Ganymede
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Key Products and Customers:
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Mission Critical NetIQ Ganymede
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Key Products: OnePoint AppManager(R) Chariot(R), Pegasus/TM/
Key Customers: Coca-Cola Company Microsoft Corporation Bank of America
Motorola, Inc. Charles Schwab First Data
Dell Computer Corporation Nasdaq Morgan Stanley
Eastman Kodak Chemicals Shell Services International Interpath
Microsoft Corporation Pfizer Nortel
Mayo Foundation Robert Bosch Gmbh Cisco
Time Warner Corporation Department of Veteran's Affairs IBM Global Services
British Petroleum Wal-Mart
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With the exception of the historical data contained herein, this Fact
Sheet contains statements relating to future results of the companies that are
"forward looking statements" as defined in 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 failure of the transactions to close due to regulatory
obstacles or other factors, the successful integration of the companies, the
timing and successful completion of technology and product development, our
ability to retain and hire key executives, technical personnel and other
employees, changing relationships with customers, suppliers and strategic
partners, unanticipated costs associated with integration activities, as well as
customer acceptance of new product offerings, and competition in the companies'
various product lines. For a more complete discussion of risks and uncertainties
see the section entitled "Risk Factors" in NetIQ's and Mission Critical
Software's reports on form 10-Q as filed with the Securities and Exchange
Commission.
NetIQ Corporation, its officers and directors may be deemed to be
participants in the solicitation of proxies from NetIQ's shareholders with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in NetIQ's S-1 Registration
Statement filed with the SEC on November 15, 1999, and subsequently amended.
This document is available free of charge at the SEC website at www.sec.gov and
from the NetIQ Corporation contact listed below.
Mission Critical Software, its officers and directors may be deemed to
be participants in the solicitation of proxies from Mission Critical
shareholders with respect to the transactions contemplated by the merger
agreement. Information regarding such officers and directors is included in
Mission Critical's S-1 Registration Statement filed with the SEC on October 25,
1999, and subsequently amended. This document is available free of charge at the
SEC website at www.sec.gov and from the Mission Critical contact listed below.
SHAREHOLDERS OF MISSION CRITICAL AND OTHER INVESTORS ARE URGED TO READ THE PROXY
STATEMENT-PROSPECTUS WHICH WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON
FORM S-4 TO BE FILED BY NETIQ CORPORATION, INC. IN CONNECTION WITH THE MERGER
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. AFTER SUCH DOCUMENT IS FILED, IT
WILL BE AVAILABLE FREE OF CHARGE ON THE SEC WEBSITE AT WWW.SEC.GOV AND FROM
NETIQ CORPORATION AND MISSION CRITICAL SOFTWARE THROUGH THE CONTACTS LISTED
BELOW.
Contacts:
For Mission Critical Software:
Susan Torrey, Press & Investor Relations, 713.548.1863,
mailto:[email protected]
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Steve Odom, Chief Financial Officer, (713) 548-1829,
mailto:[email protected]
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For NetIQ:
Debra Randall, Investor Relations, 408-330-7116, mailto:[email protected]
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Laurie Chun, Public Relations, 408-330-7113, mailto:[email protected]
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Jim Barth, Chief Financial Officer, 408-354-3956, mailto:[email protected]
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For Ganymede:
Katherine Demacopoulos, Public Relations, 919-469-0997 x325,
mailto:[email protected]
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