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, 408-856-3000, [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]
