[dfdl-wg] Interesting news: IBM Acquires Ascential

Mon Mar 14 06:03:56 CST 2005

Press Release

IBM to Acquire Ascential Software 

Extends Leadership in Helping Customers Integrate, Structure and Manage
Information 

ARMONK, NY and WESTBORO, Mass.-March 14, 2005-IBM (NYSE: IBM) and Ascential
Software Corporation (Nasdaq: ASCL) today announced the two companies have
entered into a definitive agreement for IBM to acquire the equity of
Ascential Software, a publicly held company based in Westboro, Mass., in an
all cash transaction at a price of approximately $1.1 billion or $18.50 per
share. The acquisition is subject to Ascential Software shareholder and
regulatory approvals and other customary closing conditions, and is expected
to close in the second quarter of 2005.  

            Ascential Software is a leading provider of enterprise data
integration software. Customers worldwide use Ascential's data integration
software to build enterprise data warehouses, power business intelligence
systems, consolidate enterprise applications, create and manage master
repositories of critical business information, and enable on demand data
access.  Ascential Software's integrated portfolio helps companies solve
their most complex and demanding data integration challenges to streamline
operations, improve customer support, expedite business transactions, and
make better strategic decisions.  

The acquisition complements and strengthens IBM's fast-growing information
integration business, a key part of the company's information management
efforts and a unit that produced triple-digit growth in 2004.  Ascential
Software also grew rapidly in 2004, with a reported 46 percent total revenue
increase to $271.9 million.

"Information integration is an important enabler of an on demand business
strategy and customers are increasing their investments in software that
allows them to rapidly analyze, consolidate and extract value from their
business data," said Steve Mills, senior vice president and group executive,
IBM Software Group.  "The acquisition of Ascential Software expands IBM's
open information integration platform and strengthens our ability to help
customers create an environment that delivers the data they need, in the
right form, to the right location, and at the right time.  That's the mark
of an on demand business."

            The acquisition announced today addresses a key customer
challenge -- applying technology to respond much more quickly to changing
market conditions.  For example, some of the largest retailers use
Ascential's software to gather, standardize and structure sales information
from multiple channels (for example, Internet, catalogs, storefronts),
providing a single view of vendors and customers from disparate systems, and
make rapid inventory and pricing adjustments in response to changing market
demands.  Enabling customers to react and respond with speed to rapidly
emerging business opportunities is an example of IBM's on demand business
strategy.

Ascential Software's ability to quickly gather, move and enhance the quality
of large amounts of data complements IBM's WebSphere Information Integrator
product portfolio.  WebSphere Information Integrator software enables
customers to centrally manage and access data that is stored across a
variety of structured and unstructured sources, from IBM and non-IBM
vendors, in real-time.  This combination will help customers solve numerous
integration problems.  For example, a company trying to consolidate data
from multiple ERP systems into a single system could leverage WebSphere
Information Integrator to access various mainframe or distributed sources
for profiling and assessment, and then use Ascential Software's data
migration and transformation capabilities to integrate the data. 

IBM is acquiring Ascential Software to extend the industry's broadest and
deepest offering for standards-based business integration across
heterogeneous environments. With more than 3,000 customers and partners
across all major industries, Ascential Software is widely viewed as a leader
in enterprise data integration. 

 IDC, a global market intelligence and advisory firm in the information
technology and telecommunications industries, projects that worldwide data
integration spending will increase from $9.3 billion in 2003 to $13.6
billion in 2008.  IDC also reports that the top 3 business issues most
organizations say they need to be addressed through integration are to
respond faster to changing business needs, improve operational productivity
of employees, and provide better service to customers.1

 "The integration market is changing and evolving as customers demonstrate a
preference for broad solutions that meet enterprise integration
requirements," said Peter Gyenes, chairman and chief executive officer,
Ascential Software. "IBM shares our understanding that data integration is a
strategic component of information and process integration and offered us
this opportunity to combine and form a stronger competitor in the large and
growing integration market. At the same time, this transaction offers
Ascential Software shareholders solid appreciation over recent trading
prices of our stock, without the execution and business risk."

            Once the acquisition is completed, IBM will:

*	Establish Ascential Software's operations as a business unit within
IBM's Information Management software division led by General Manager Janet
Perna. 
*	Incorporate Ascential Software technology and solutions into IBM's
Information Management and Software Group offerings. 
*	Market and sell Ascential Software products through IBM's and
Ascential Software's worldwide sales channels and Business Partners. 
*	Build upon the companies' existing partnership, which includes more
than 550 joint customers worldwide.  

Ascential Software already integrates with IBM WebSphere Business
Integration software as part of a service-oriented architecture (SOA),
providing complex data movement and transformation within a process step,
thereby helping customers speed time-to-market and increase their ROI.  

This acquisition, combined with IBM's middleware portfolio, strengthens
IBM's leadership in key on demand initiatives such as business intelligence,
business performance management, business transformation, multi-channel
commerce, RFID, merger and acquisition consolidation, master data management
and regulatory compliance. 

The Ascential Software technology also furthers IBM's commitment to open
computing through its ability to support both IBM and non-IBM data sources,
including those of Oracle, Microsoft and SAP.

About IBM
IBM is the world's largest information technology company, with 80 years of
leadership in helping businesses innovate. Drawing on resources from across
IBM and key Business Partners, IBM offers a wide range of services,
solutions and technologies that enable customers, large and small, to take
full advantage of the new era of e-business. For more information about IBM,
visit  <http://www.ibm.com/> www.ibm.com.

About Ascential Software Corporation

Ascential Software Corporation (Nasdaq: ASCL) is the leader in enterprise
data integration.  Customers and partners worldwide use the Ascential
Software Enterprise Integration Suite to confidently transform data into
accurate, reliable and complete business information to improve operational
performance and decision-making across every critical business dimension.
Our comprehensive end-to-end solutions provide on demand data integration
complemented by our professional services, industry expertise, and
methodologies.

Ascential Software is headquartered in Westboro, Mass., and has more than
3,000 customers and partners globally across such industries as financial
services and banking, insurance, healthcare, retail, manufacturing, consumer
packaged goods, telecommunications and government.  For more information
call 1-800-966-9875 (or 1-508-366-3888 from outside the U.S. or Canada) or
visit the Ascential Software  website at www.ascential.com.   

NOTE TO INVESTMENT COMMUNITY:

Financial analysts can find more information regarding this acquisition at:
www.ibm.com/investor.

Ascential Software management will host a conference call at 8:00 AM (EST)
today to discuss this important announcement.  The conference call will be
broadcast live through a link on the Investor Relations page on the
Ascential Software web site at www.ascential.com/investors
<http://www.ascential.com/investors> . For those who cannot attend the live
broadcast, a replay will be available on the web site at
www.ascential.com/investors <http://www.ascential.com/investors>  or by
calling (800) 945-1634 beginning about two hours after the call ends. No
passcode is required for the replay. 

1 IDC Worldwide Data Integration Spending 2004-2008 Forecast, July 2004 (IDC
#31546), Steve McClure

IBM, DB2, and IBM are trademarks of International Business Machines
Corporation in the United States, other countries, or both.  Other company,
product or service names may be trademarks or service marks of others.

ADDITIONAL INFORMATION ABOUT THE MERGER

AND WHERE TO FIND IT

In connection with the proposed merger and required stockholder approval,
Ascential Software Corporation (the "Company") will file with the SEC a
preliminary proxy statement and a definitive proxy statement that will
contain important information about the Merger.  Investors and security
holders of the Company are urged to read the proxy statement, and any other
relevant materials filed by the Company because they contain, or will
contain, important information about the Company and the Merger.  All
documents filed by the Company with the SEC, may be obtained for free at the
SEC's website at www.sec.gov. In addition, the documents filed with the SEC
by the Company may be obtained free of charge by directing such request to:
David Roy, Vice President of Investor Relations, (800) 966-9875 or from the
Company's website at www.ascential.com.  

The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of the
Company in favor of the acquisition. Information about the executive
officers and directors of the Company and their ownership of the Company's
common stock is set forth in the proxy statement for the Company's 2004
Annual Meeting of Shareholders, which was filed with the SEC on April 27,
2004.  Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of the Company and its
respective executive officers and directors in the acquisition by reading
the preliminary and final proxy statements regarding the acquisition, which
will be filed with the SEC.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: This release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future
events, and these statements are subject to important factors and
uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. The forward-looking
statements in this release address a variety of subjects including, for
example, the functionality, characteristics, quality and performance
capabilities of Ascential Software's products and technology; results
achievable and benefits attainable through deployment of Ascential
Software's products and provision of services; the ability of Ascential
Software's products to help companies streamline operations, improve
customer support, expedite business transactions, and make better tactical
and strategic decisions; and improvements in operational performance and
decision-making.  The following factors, among others, could cause actual
results to differ materially from those described in these forward-looking
statements: the ability of the company to expand its market share; growth
rates for the enterprise data integration software market; general business
conditions in the software industry, the technology sector, and in the
domestic and international economies; rapid technological change in the
markets served by the company; dependence on international operations;
global and geopolitical instability; compliance costs associated with
regulations to which the company is subject, including the Sarbanes-Oxley
Act of 2002, and the impact of such regulations; and difficulties that the
company may experience integrating technologies, operations and personnel of
completed or future acquisitions. For a detailed discussion of these and
other cautionary statements, please refer to the filings made by Ascential
Software with the Securities and Exchange Commission, including, without
limitation, the most recent Quarterly Report on Form 10-Q. Ascential
Software disclaims any intent or obligation to update any forward-looking
statements made herein to reflect any change in Ascential Software's
expectations with regard thereto or any change in events, conditions, or
circumstances on which such statements are based.   Ascential Software is
not responsible for statements attributed to third parties within this
release or in any materials referenced herein.  Partnerships described
herein shall be deemed to be strategic alliances only, and shall not imply
the power of either partner to bind the other partner or to incur
obligations on behalf of the other partner.

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