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 31, 2000
ISLANDIA, N.Y., March 29, 2000 - - Computer Associates International, Inc. (CA)
announced today that Silversmith Acquisition Corp., a wholly-owned subsidiary of
CA, is extending its offer to acquire all outstanding shares of common stock of
Sterling Software, Inc. (Sterling) until midnight, New York City time, on
Friday, March 31, 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
(HSR) in conjunction with CA's ongoing tender offer. CA responded to the request
on March 22, 2000.
The final exchange ratio under the offer (if by Friday, March 31, 2000, the
waiting periods under antitrust laws applicable to the offer are cleared,
including HSR) will be 0.5634 shares of CA common stock for each share of common
stock of Sterling, unless a reset is required in accordance with the terms of
the offer. The exchange ratio of 0.5634 is the ratio announced at the
commencement of the offer. If a reset of the exchange ratio does occur, CA will
announce the reset exchange ratio by press release, will file that press release
with the Securities and Exchange Commission and will extend the offer as
required by the Commission.
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,
Friday, March 31, 2000, unless the offer is further extended. The offer was
previously scheduled to expire at midnight on Wednesday, March 29, 2000.
Based on the latest count of tendered shares, approximately 50,437,620 shares of
Sterling common stock have been tendered and not withdrawn pursuant to the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,
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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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