Filed by Computer Associates International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Sterling Software, Inc.
Commission File No. 001-08465
(Computer Associates International, Inc.) Logo
(Sterling Software, Inc.) Logo
CA AND STERLING SOFTWARE: THE ULTIMATE
IN EBUSINESS SOLUTIONS
The Internet is changing everything. It is forcing businesses to quickly deliver
Internet applications, leverage the huge amount of data being generated for
competitive advantage, manage the resulting explosion in storage, and ensure
continuous eBusiness availability.
CAs anticipated acquisition of Sterling Software will expand its broad array of
products and services to leverage the potential of the Internet, while
accelerating their delivery. The resulting product synergy will encompass:
- - eBusiness Intelligence
- - Application Development including EAI
- - Storage Management
- - Network Management
In addition, Sterling Software's services organization will extend the ability
of CA Services to meet the growing demands of business and government
organizations for specialized eBusiness services.
eBusiness Intelligence
Competing in today's eBusiness environment requires a true understanding of
customers and partners. The Internet is creating an abundance of data that needs
to be converted into intelligent information at Internet speeds. Sterling is a
pioneer in portal technology, delivering the first enterprise information portal
in September 1998! Used by eBusinesses like Federal Express, Sterling's
Eureka:Portal is the leader in enterprise information portals.
(image of Sterling's Eureka:Portal product screen)
Built around the Eureka:Portal, Sterling also provides a complete range of
business intelligence solutions, from query and reporting to comprehensive
analysis. Thousands of companies, like 3M and Lufthansa, use these Eureka
products to help ensure business success.
(image of Eureka:Portal product functions)
The Eureka offerings are complemented by CA's patented Neugents that deliver
predictive business intelligence capabilities. Neugents leverage huge volumes of
data to identify eBusiness patterns, such as predicting cross-selling
opportunities based on buying behavior.
<PAGE>
These eBusiness intelligence products need access to all enterprise data. CA's
Jasmineii is an XML based infrastructure for the creation and integration of
Internet applications. Jasmineii's ability to integrate information across all
sources - including eCommerce and ERP applications, databases, unstructured
sources, and anything that can support Internet standards - complements the
Eureka eBusiness intelligence solutions. The combination of Jasmineii, Eureka
and Neugents is a unique solution for eBusiness Intelligence.
Application Development
To succeed in eBusiness, organizations must deliver unique and personalized
Web-enabled applications while integrating across traditional organizational
boundaries. These applications must be built using modern technologies like
Java, XML and EJBs, while leveraging existing systems.
Sterling Software is a leader in component-based development tools. With more
than 5,000 clients worldwide, including over 90 members of the CBD advisory
board, Sterling's COOL family of application development tools lead the
industry. Organizations like Zurich Insurance, Deutsche Telecom, Travelers
Insurance, Dayton Hudson, Chevron, Volvo, British Telecom and NASDAQ rely on
Sterling's component-based development tools. Sterling's COOL:Joe is an
enterprise-scale EJB development tool with a 100% pure Java development
environment.
(image showing Gartner group ranking #1 in Enterprise Application Development
Tools and AS/400 Development Tools, and IDC ranking #1 in Component Construction
and Assembly)
CA is the leader in Internet infrastructure software, enabling eBusiness
applications to integrate across an entire enterprise. CA's Jasmineii is the
leading Internet application infrastructure that natively supports Java, EJBs
and XML.
With COOL:Joe providing the ability to build EJB applications and Jasmineii
enabling the integration of enterprise applications and data sources, CA will
deliver the industry's most sophisticated EAI (Enterprise Applications
Integration) solution to meet the needs of eBusinesses.
eBusiness Enterprise Management
Beyond building eBusiness applications and eBusiness intelligence, the Internet
has heightened the need for end-to-end enterprise management. With Unicenter
TNG, Computer Associates has delivered the industry-leading framework-based
management solution for the new extended enterprise. Effective management of
Internet environments requires extensive network, security, storage, event, Web,
application, and database management. CA leads the industry in many of these
areas, including Internet security and Web management.
<PAGE>
Sterling Software's leading-edge network and storage management solutions
provide an outstanding opportunity to further deliver on CA's vision of an
integrated solution that provides robust management essential for eBusiness
success. These environments have significantly increased the need for
availability, placed unprecedented demands for data storage and management, and
created total dependency on network infrastructures.
Storage Management
The explosive growth of data, the need for high performance, and the requirement
for 100% availability is driving the demand for SANs (Storage Area Networks).
Server-less backup, heterogeneous file sharing, replication, fault fail-over,
and ultimately, virtual-storage are all essential to managing storage over SANs.
The combination of SAN storage management solutions from CA and Sterling
Software is unmatched in the industry.
(image of network servers and storage devices)
Additionally, the effective utilization of SANs requires the ability to manage
the SAN fabric through network management. Automatic discovery, topology, event
management, performance, and device configuration are all essential to managing
the SANs fabric itself. The strengths of CA and Sterling Software in storage and
network management can deliver the industry's only comprehensive SAN solution.
(image of graph showing Storage Management License Growth with Sterling at 101%,
Veritas at 68%, and Legato at 55%)
Sterling Software's Vantage has long been recognized as a leader in Storage
Resource Management (SRM) for OS/390 with an extensive list of enterprise users
such as Telstra, ABN Amro and EDS. CA is the leader in SRM in distributed
environments. These complementary solutions can deliver an end-to-end storage
management solution that spans mobile laptops to the mainframe and everything in
between.
Network Management
TCP/IP has been widely adopted as the preferred communication protocol
throughout the extended enterprise, including the mainframe, creating a growing
number of mixed IP and SNA environments. The combination of Sterling's
SOLVE:Netmaster and CA's Unicenter TNG delivers the most comprehensive,
<PAGE>
scalable and functionally rich network and Web management solution for TCP/IP,
SNA and mixed environments. Additionally, CA's network Neugents predict and
prevent network performance and availability problems.
Consulting Services
The rapid delivery and successful implementations of eBusiness solutions
requires the timely application of technical expertise.
Sterling's Federal Systems is a specialized information technology services
organization that continues to produce groundbreaking technological innovations,
mostly for the federal government. Federal Systems' 3D visualization expertise,
which complements CA's extensive offerings in this area, is used extensively by
defense and intelligence agencies. For example, it enables U.S. Air Force pilots
to safely navigate through heavy weather, and allows the U.S. Army to hone its
combat skills on virtual battlefields.
(image of maps and ground topography)
Summary
By delivering comprehensive solutions across a wide range of technologies, the
anticipated merger of CA and Sterling Software will help clients truly exploit
eBusiness opportunities. From personalized portals to EAI, from EJB development
tools to XML-based Internet infrastructure, and from network availability to
storage management, the combined offerings will position organizations for even
greater eBusiness success.
We urge investors and security holders to read the following documents, when
they become available, regarding the exchange offer and the merger (described
above), because they will contain important information:
- - Computer Associates' preliminary prospectus, prospectus supplements, final
prospectus, and tender offer material.
- - Computer Associates' Registration Statement on Form S-4 and Schedule TO
containing or incorporating by reference such documents and other information.
- - Sterling Software's Solicitation/Recommendation Statement on Schedule 14D-9.
These documents and amendments to these documents will be filed with the United
States Securities and Exchange Commission.
When these and other documents are filed with the SEC, they may be obtained free
at the SEC's web site at www.sec.gov. You may also obtain for free each of these
documents (when available) from Computer Associates by directing your request to
Investor Relations at www.ca.com/invest/questions or by fax at 631-342-6864, or
from Sterling Software by directing your request to [email protected] or by
fax at (214) 981-1215.
