Tangram Enterprise Solutions to be Acquired by Opsware Inc.
CARY, N.C., Dec. 4 /PRNewswire-FirstCall/ -- Tangram Enterprise Solutions, Inc. (BULLETIN BOARD: TESI.OB) , a leading provider of IT asset management software,
has signed a definitive agreement to be acquired by Opsware Inc. . Opsware,
based in Santa Clara, California, is the leading provider of data center
automation software. The transaction will be an all stock transaction valued at
$10 million (subject to certain adjustments), and represents approximately $.20
per share of Tangram common stock based on the closing price of Opsware common
stock on December 3, 2003. In the transaction, Opsware will acquire all of
Tangram's outstanding debt and shares of convertible preferred stock and common
stock.
Tangram provides IT asset management software to a number of the Fortune 100
companies in the U.S., as well as several major international customers. Tangram
also recently released its OverSight(TM) product, with patent-pending
Crosshair(TM) technology that provides a powerful solution for IT security.
"Tangram has a strong installed based of customers," said Norm Phelps, President
and CEO of Tangram. "Increasingly, our customers and prospects have asked for
additional solutions from Tangram to address broader IT issues that go beyond
asset management and security. The acquisition by Opsware will give our
customers and prospects exactly what they have been seeking. Coupling Tangram's
best-of-breed asset management products with Opsware's best-of-breed IT
automation software will create an unparalleled offering in the market." "The acquisition of Tangram expands the Opsware customer base by more than 200
customers, solidifying our lead in IT automation," said Ben Horowitz, President
and CEO of Opsware Inc. "Integrated with Opsware's software, the Tangram
products allow us to offer unprecedented visibility into assets under management
and increased system and application security. In addition, integration of
Opsware and Tangram products will extend Opsware automation to desktops and
other IT infrastructure." The transaction is expected to close in the first quarter of 2004, and is
subject to customary closing conditions and regulatory review.
About Opsware Inc. (NASDAQ:OPSW) Opsware Inc., formerly Loudcloud, is the leading provider of data center
automation software, offering a complete solution for enterprises, government
agencies, and service providers looking to reduce costs and increase IT
efficiencies. The Opsware System uniquely combines process automation with
built-in operations knowledge on numerous technologies. Opsware was the
foundation of Loudcloud's software-powered managed services business and has
been proven to lower costs, accelerate change, and increase service quality. For
more information on Opsware Inc., please visit www.opsware.com .
About Tangram Enterprise Solutions, Inc. (OTC:TESI.OB) (BULLETIN BOARD:
TESI.OB) Tangram Enterprise Solutions, Inc., is the leading provider of cohesive,
automated IT asset management software solutions and services for large and
midsize organizations across all industries, in both domestic and international
markets. Tangram's core business strategy and operating philosophy center on
delivering world-class customer care, creating a more personal and productive IT
asset management experience through a phased solution implementation, tailored
solutions that support evolving customer needs, and leading-edge technical
position. Today, Tangram's solutions manage more than two million workstations,
servers, and other related assets. Tangram is a majority owned subsidiary of
Safeguard Scientifics, Inc. ( http://www.safeguard.com/ ) (NYSE:SFE), an
operating company that creates long-term value by taking controlling interest in
and developing its companies through superior operations and management.
Safeguard operates businesses that provide business decision and life science
software-based product and service solutions. To learn more about Tangram,
visit http://www.tangram.com/ or call 1-800-4TANGRAM.
This press release contains forward-looking statements. These forward- looking
statements are found in various places throughout this press release and
include, without limitation, the effect of the transaction on our current
customer base, the successful integration of the Tangram and Opsware
technologies, the expanded customer base provided by this transaction, the
timing of the consummation of the transaction, the amount and type of
consideration to be received by Tangram shareholders, and future operating
results. While these forward-looking statements represent our judgments and
future expectations concerning the timing and benefits of the acquisition, a
number of risks, uncertainties, and other important factors could cause actual
developments and results to differ materially from our expectations. These
factors include, but are not limited to, the failure of the Tangram shareholders
to approve the transaction; the reaction of the public markets to the
transaction; the risk that Tangram's business and technologies will not be
successfully integrated with and into Opsware; the costs related to the
transaction; the risk that anticipated benefits will not be obtained or not
obtained within the time anticipated; and other key factors that we have
indicated could adversely affect our business and financial performance
contained in our past and future filings and reports, including those filed with
the Securities and Exchange Commission. Neither Tangram nor Opsware is under any
obligation (and each expressly disclaims any such obligation) to update or alter
its forward-looking statements whether as a result of new information, future
events, or otherwise.
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Tangram by Opsware, pursuant to an Agreement and Plan of
Reorganization, dated as of December 4, 2003, by and among Opsware, Tangram, and
TES Acquisition Corp. Tangram and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the Agreement and Plan of Reorganization.
Information concerning any direct or indirect interest in the proposed merger of
Tangram's directors and executive officers, including their beneficial ownership
of Tangram common stock, may be found in Tangram's proxy statement filed with
the SEC under Schedule 14A on November 18, 2003 and in the proxy
statement/prospectus to be filed by Tangram and Opsware in connection with the
transaction. The proxy statement is available, and the proxy
statement/prospectus when filed will be available, for free both on the SEC's
web site ( http://www.sec.gov/ ) or by contacting Tangram at (919) 653-6000.
A registration statement and proxy statement/prospectus will be filed with the
Securities and Exchange Commission by Tangram and Opsware. Investors and
security holders may obtain a free copy of the registration statement and proxy
statement/prospectus (when they are available) and other documents filed by
Tangram and Opsware at the Securities and Exchange Commission's web site at
http://www.sec.gov/ . The proxy statement/prospectus and such other documents
may also be obtained from Tangram or from Opsware by directing such request to
Norm Phelps, Tangram Enterprise Solutions, Inc., , (919) 653-6000; or to Ken
Tinsley, Opsware, Inc., , (408) 212-5241. The definitive registration statement
and proxy/prospectus should be read carefully before making a decision
concerning the transaction. Investors and security holders are urged to read
Opsware's registration statement on Form S-4 and the proxy statement/prospectus
and any other relevant documents relating to the transaction when they become
available, because they will contain important information. DATASOURCE: Tangram Enterprise Solutions, Inc.
CONTACT: Media, Sherry Kappel, Marketing Communications Manager, +1-919-653-1315, or , or Investors, Norm Phelps, President and CEO, +1-919-653-6000, or , both of Tangram Enterprise Solutions, Inc.
Web site: http://www.opsware.com/ http://www.safeguard.com/ http://www.tangram.com/
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