Filed by Computer Associates International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Sterling Software, Inc.
Commission File No. 333-30842
Contact: Doug Robinson, Investor Relations Bob Gordon, Public Relations
(631) 342-2745 (631) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES EXTENDS TENDER OFFER
FOR STERLING SOFTWARE, INC. TO MARCH 29, 2000
ISLANDIA, N.Y., March 27, 2000 - - Computer Associates International, Inc. (CA)
announced today that Silversmith Acquisition Corp. (Silversmith), a wholly-owned
subsidiary of CA, is extending its offer to acquire all outstanding shares of
common stock of Sterling Software, Inc. until midnight, New York City time, on
Wednesday, March 29, 2000. The extension is required to provide the United
States Department of Justice time to review additional information and documents
requested pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976
in conjunction with CA's ongoing tender offer. CA responded to the request on
March 22, 2000.
As a consequence of the extension of the expiration date, holders of Sterling
common stock may tender or withdraw shares until midnight, New York City time,
Wednesday, March 29, 2000, unless the offer is further extended. The offer was
previously scheduled to expire at midnight on Monday, March 27, 2000.
Based on the latest count of tendered shares, approximately 44,343,206 shares of
Sterling Software, Inc. common stock have been tendered and not withdrawn
pursuant to the tender offer.
The information agent for the offer is MacKenzie Partners, Inc. 156 Fifth
Avenue, New York, N.Y. 10010, telephone: (800) 322-2885, facsimile: (212)
929-0308 or [email protected].
Computer Associates International, Inc., the world's leading business software
company, delivers the end-to-end infrastructure to enable eBusiness through
innovative technology, services and education. CA has 18,000 employees worldwide
and had revenue of $6.3 billion for the year ended December 31, 1999. For more
information, visit www.ca.com.
Sterling Software is one of the world's leading software companies, providing
software and services for the application development, business intelligence,
information management, storage management, network management, Web management,
VM systems management, and federal systems markets. Headquartered in Dallas,
Sterling Software has a worldwide installed base of more than 20,000 customer
sites and 3,800 employees in 90 offices worldwide. For more information on
Sterling Software, visit the company's Web site at www.sterling.com.
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All trademarks, trade names, service marks and logos referenced herein belong to
their respective companies.
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We urge investors and security holders to read the following regarding the
tender offer, including amendments that may be made to them, because they
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, as
amended, containing or incorporating by reference such documents and other
information.
- - Sterling Software's Solicitation/Recommendation Statement on Schedule 14D-9,
as amended.
These documents and amendments to these documents have or 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.
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