Filer: Sterling Software, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
Commission File No. 1-8465
FREQUENTLY ASKED STERLING SOFTWARE ACQUISITION QUESTIONS THIS INFORMATION
IS PROVIDED AS A CONVENIENT SUMMARY OF PERTINENT INFORMATION FOR STERLING
SOFTWARE SHAREHOLDERS. IT DOES NOT ALTER IN ANY WAY THE INFORMATION
CONTAINED IN THE TENDER OFFER DOCUMENTS. THE TENDER OFFER MATERIALS SHOULD
BE RELIED ON IN THEIR ENTIRETY FOR COMPLETE INFORMATION RELATIVE TO THIS
TRANSACTION.
QUICK INFO - THIS INFORMATION WILL BE UPDATED AS NEW INFORMATION BECOMES
AVAILABLE. PLEASE CHECK BACK HERE PERIODICALLY TO GET THE MOST CURRENTLY
AVAILABLE INFORMATION. IF YOU HAVE ANY ADDITIONAL QUESTIONS, PLEASE INQUIRE
THROUGH OUR WEB SITE AT WWW.CA.COM/INVEST/QUESTIONS.
o FEBRUARY 14, 2000 CA AND STERLING SOFTWARE, INC. (NYSE: SSW) ENTERED INTO
AN AGREEMENT FOR CA TO ACQUIRE STERLING IN A STOCK-FOR-STOCK TRANSACTION.
UNDER THE TERMS OF THE AGREEMENT, A SUBSIDIARY OF CA WILL COMMENCE AN
OFFER TO EXCHANGE 0.5634 SHARES OF CA STOCK FOR EACH OUTSTANDING
STERLING SHARE. THE EXCHANGE RATIO IS SUBJECT TO A COLLAR. IF THE
AVERAGE TRADING PRICE OF CA STOCK FOR THE DESIGNATED PERIOD PRIOR TO THE
CLOSING OF THE OFFER IS GREATER THAN $77.12, THE EXCHANGE RATIO WILL BE
REDUCED SO THAT EACH STERLING SHARE TENDERED IN THE OFFER WOULD BE
EXCHANGED FOR $43.45 WORTH OF CA STOCK. IF THE AVERAGE TRADING PRICE OF
CA SHARES FOR THE PERIOD IS LESS THAN $63.10, THE EXCHANGE RATIO WILL BE
INCREASED SO THAT EACH STERLING SHARE TENDERED IN THE OFFER WOULD BE
EXCHANGED FOR $35.55 WORTH OF CA STOCK. IN THIS CASE, CA MAY ELECT TO
REDUCE THE EXCHANGE RATIO AND MAKE UP THE DIFFERENCE IN CASH AND OR CA
STOCK. THE TENDER OFFER WILL BE FOLLOWED BY A BACK-END MERGER ON THE
SAME TERMS OF THOSE IN THE OFFER. THE OFFER WILL BE SUBJECT TO CUSTOMARY
CLOSING CONDITIONS, INCLUDING THAT AT LEAST A MAJORITY OF STERLING'S
OUTSTANDING SHARES ON A FULLY DILUTED BASIS HAS BEEN TENDERED AND THE
NECESSARY REGULATORY APPROVALS OBTAINED. THE PARTIES EXPECT THE
TRANSACTION WILL BE ONE OF THE FIRST TO USE THE SEC'S NEW "FAST TRACK"
EXCHANGE OFFER RULES DESIGNED TO EXPEDITE STOCK-FOR-STOCK TRANSACTIONS.
THE OFFER WILL EXPIRE 20 BUSINESS DAYS AFTER COMMENCEMENT, UNLESS THE
OFFER IS EXTENDED. IF 90% OR MORE OF THE STERLING SHARES ARE TENDERED
AND EXCHANGED IN THE OFFER, NO STERLING SHAREHOLDERS MEETING WILL BE
REQUIRED FOR CA TO COMPLETE THE BACK-END MERGER.
o FEBRUARY 14, 2000 CA FILED FOR ANTITRUST APPROVAL WITH THE
DEPARTMENT OF JUSTICE.
FREQUENTLY ASKED QUESTIONS FOR INVESTORS
- ----------------------------------------
1. WHEN WILL COMPUTER ASSOCIATES MAKE ITS HART-SCOTT-RODINO FILING?
SEE ABOVE. THE ANTITRUST DIVISION OF THE DEPARTMENT OF JUSTICE WILL HAVE
THIRTY DAYS TO REVIEW THE TRANSACTION.
2. HOW DO I EXCHANGE MY STERLING SOFTWARE SHARES FOR COMPUTER ASSOCIATES
SHARES? OFFER DOCUMENTS WILL BE MAILED TO STERLING SHAREHOLDERS OF RECORD
AS SOON AS PRACTICABLE ON THE DAY OF COMMENCEMENT OF THE OFFER.
3. WHAT IS THE ANTICIPATED VALUE OF STERLING SOFTWARE SHARES?
UNDER TERMS OF THE AGREEMENT, A SUBSIDIARY OF CA WILL COMMENCE AN OFFER
TO EXCHANGE 0.5634 SHARES OF CA STOCK FOR EACH OUTSTANDING STERLING
SHARE. THE EXCHANGE RATIO IS SUBJECT TO A COLLAR. IF THE AVERAGE TRADING
PRICE OF CA STOCK FOR THE DESIGNATED PERIOD PRIOR TO THE CLOSING OF THE
OFFER IS GREATER THAN $77.12, THE EXCHANGE RATIO WILL BE REDUCED SO THAT
EACH STERLING SHARE TENDERED IN THE OFFER WOULD BE EXCHANGED FOR $43.45
WORTH OF CA STOCK. IF THE AVERAGE TRADING PRICE OF CA SHARES FOR THE
PERIOD IS LESS THAN $63.10, THE EXCHANGE RATIO WILL BE INCREASED SO THAT
EACH STERLING SHARE TENDERED IN THE OFFER WOULD BE EXCHANGED FOR $35.55
WORTH OF CA STOCK. IN THIS CASE, CA MAY ELECT TO REDUCE THE EXCHANGE
RATIO AND MAKE UP THE DIFFERENCE IN CASH AND OR CA STOCK. THE TENDER
OFFER WILL BE FOLLOWED BY A BACK-END MERGER IN WHICH STERLING
SHAREHOLDERS WILL RECEIVE THE SAME CONSIDERATION AS THAT PAID IN THE
OFFER.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE FOLLOWING DOCUMENTS,
WHEN THEY BECOME AVAILABLE, REGARDING THE OFFER AND THE MERGER (DESCRIBED
ABOVE), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION:
o COMPUTER ASSOCIATES' PRELIMINARY PROSPECTUS, PROSPECTUS SUPPLEMENTS, FINAL
PROSPECTUS, AND TENDER OFFER MATERIAL.
o COMPUTER ASSOCIATES' REGISTRATION STATEMENT ON FORM S-4 AND SCHEDULE TO
CONTAINING OR INCORPORATING BY REFERENCE SUCH DOCUMENTS AND OTHER
INFORMATION.
o 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.
