[May 27, 2015] |
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CA Technologies Agrees to Acquire Rally Software, Accelerates Ability for Businesses to Build Transformative Applications Quickly
CA (News - Alert) Technologies (NASDAQ:CA) today announced it has signed a definitive
agreement to acquire Rally Software Development Corp. (NYSE:RALY), a
leading provider of Agile (News - Alert) development software and services, for $19.50
per share, which equates to approximately $480 million, net of cash
acquired. The transaction has been unanimously approved by both Boards
of Directors, and is expected to close in the second quarter of CA's
fiscal 2016. Based in Boulder, CO, Rally has approximately 500 employees
across four continents and FY 2015 sales of $88 million.
"Software applications are changing the world, disrupting established
business models and bringing in completely new experiences in areas from
travel to banking. In order to compete, businesses need to develop high
quality software quickly and reliably," said Mike Gregoire, Chief
Executive Officer, CA Technologies. "Rally is a leading provider of
Agile development software and services, with offerings that complement
and expand CA's strengths in the areas of DevOps and Management Cloud.
Every developer dreams of creating truly transformative software that
responds to a business challenge extremely quickly. Joining forces with
Rally makes this dream a possibility for millions of developers
worldwide, and in turn opens up the possibility of a whole new range of
experiences driven by software. At the end of the day, this deal is
about enabling speed and flexibility, about how we can make the most
demanding enterprises truly agile."
With users in more than 135 countries and nearly every industry, Rally
works with some of the world's largest and most respected brands,
including over 35 of the Fortune 100. These customers depend on Rally's
award-winning, cloud-based Agile development platform and the industry's
most experienced transformation consultants and Agile coaches.
The acquisition of Rally is a significant milestone in CA's strategy to
help customers thrive in the application economy, in which software
applications are ubiquitous - driving every facet of business in every
part of the world.
Tim Miller, Rally's Chairman and Chief Executive Officer added, "In a
world driven by software, the powerful combination of Rally and CA will
help our combined customers to better navigate changing markets, improve
performance and deliver value faster - while accelerating the pace of
disruption and developing a competitive advantage through technology. CA
and Rally have more than four years of history working together, and we
are thrilled to be taking this next step in our relationship to deliver
unique value to both CA and Rally customers."
Leading industry analysts firms like Forrester1 and IDC (News - Alert) say
that the Agile methodology is a major trend in developing software.
According to Forrester, sixty-nine percent of respondents out of 560
surveyed decision-makers of the annual Forrester Forrsights Software
Survey1 have interest, plan to implement, or have already
implemented Agile for their custom development. Sixty-three percent of
respondents of the same survey answered similarly for packaged software
development and maintenance.
Market intelligence firm IDC expects strong growth for Agile ALM
software. In an analysis2 of the Agile application life-cycle
management market, it reports that worldwide Agile application
life-cycle management software revenue in 2012 reached $211.9 million,
and, with a forecasted compound annual growth rate of 39%, will reach
$1.1 billion by 2017.
1Forrester Research, Inc., 2014 Market Overview: Agile
Development Service Providers, December 2014
2 IDC's Worldwide
Agile Application Life-Cycle Management Software 2014-2017 Forecast and
2012 Vendor Shares: Quick Access Drives Adoption and Business Agility,
May 2014
Additional prepared remarks on the acquisition can be found at http://ca.com/invest
Qatalyst Partners acted as financial advisor to CA Technologies and
Wilson Sonsini Goodrich & Rosati acted as legal counsel. Deutsche Bank
served as financial advisor to Rally Software Development Corp. and
Cooley LLP served as legal counsel.
About Rally Software Development Corp.
Rally Software Development Corp. (NYSE: RALY) is a leading global
provider of enterprise-class software and services solutions that drive
agility. Companies use Rally's solutions to accelerate the pace of
innovation, improve performance, and respond effectively to evolving
competitive markets and customer needs. Rally SaaS (News - Alert) platform transforms
the way organizations manage the software development lifecycle by
aligning software development and strategic business objectives,
facilitating collaboration, and increasing transparency. Rally
consulting and training services apply Agile and Lean approaches to help
organizations innovate, lead, adapt, and deliver. Learn more at http://www.rallydev.com.
About CA Technologies
CA Technologies (NASDAQ: CA) creates software that fuels transformation
for companies and enables them to seize the opportunities of the
application economy. Software is at the heart of every business in every
industry. From planning, to development, to management and security, CA
is working with companies worldwide to change the way we live, transact,
and communicate - across mobile, private and public cloud, distributed
and mainframe environments. Learn more at www.ca.com.
Follow CA Technologies
Legal Notices
Copyright © 2015 CA, Inc. All Rights Reserved. All trademarks, trade
names, service marks, and logos referenced herein belong to their
respective companies.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication (such as statements containing
the words "believes," "plans," "anticipates," "expects," "estimates,"
"targets" and similar expressions relating to the future) constitute
"forward-looking statements" that are based upon the beliefs of, and
assumptions made by, CA's and Rally's respective managements, as well as
information currently available to CA's and Rally's respective
managements. These forward-looking statements reflect CA's and Rally's
current views with respect to future events and are subject to certain
risks, uncertainties, and assumptions. A number of important factors
could cause actual results or events to differ materially from those
indicated by such forward-looking statements, including: the ability to
consummate the transaction; the risk that an insufficient number of
Rally's stockholders tender into the tender offer; the risk that
regulatory approvals required for the acquisition are not obtained or
are obtained subject to conditions that are not anticipated; the risk
that the other conditions to the closing of the acquisition are not
satisfied; potential adverse reactions or changes to customer, supplier,
partner or employee relationships, including those resulting from the
announcement or completion of the acquisition; uncertainties as to the
timing of the acquisition; competitive responses to the proposed
acquisition; response by activist stockholders to the acquisition;
uncertainty of the expected financial performance of CA following
completion of the proposed transaction; the ability to successfully
integrate Rally's operations and employees in a timely manner; the
ability to realize anticipated synergies, cost savings and operational
efficiencies; unexpected costs, charges or expenses resulting from the
acquisition; litigation relating to the acquisition; the inability to
retain key personnel; any changes in general economic and/or industry
specific conditions; and other factors described more fully in CA's and
Rally's filings with the Securities and Exchange Commission. Should one
or more of these risks or uncertainties occur, or should CA's and
Rally's assumptions prove incorrect, actual results may vary materially
from those described herein as believed, planned, anticipated, expected,
estimated, targeted or similarly expressed in a forward-looking manner.
CA and Rally assume no obligation to update the information in this
communication, except as otherwise required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Under the terms of the agreement between CA and Rally described herein,
a subsidiary of CA will commence a tender offer to acquire all of the
outstanding shares of Rally for $19.50 per share, net to seller in cash.
CA's obligation to accept and pay for any Rally shares tendered pursuant
to the foregoing offer will be subject to customary closing conditions,
including receipt of a majority of the outstanding shares of Rally
pursuant to the tender offer (excluding any shares tendered pursuant to
guaranteed delivery procedures) and expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act.
The tender offer for the outstanding shares of Rally described herein
has not yet commenced. This communication is provided for informational
purposes only and is neither an offer to purchase nor a solicitation of
an offer to sell any securities of Rally pursuant to the tender offer by
CA or otherwise. Any offers to purchase or solicitations of offers to
sell will be made only pursuant to the Tender Offer Statement on
Schedule TO (including the offer to purchase, the letter of transmittal
and other documents relating to the tender offer) which will be filed
with the U.S. Securities and Exchange Commission ("SEC (News - Alert)")
by CA. In addition, Rally will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the tender offer described herein. Rally's stockholders are advised to
read these documents, any amendments to these documents and any other
documents relating to the tender offer that are filed with the SEC
carefully and in their entirety prior to making any decision with
respect to CA's tender offer because they will contain important
information, including the terms and conditions of the tender offer.
Rally's stockholders may obtain copies of these documents (when they
become available) for free at the SEC's website at www.sec.gov.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150527006573/en/
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