WESTBOROUGH, Mass., March 28 /PRNewswire/ -- Peritus Software Services,
Inc. (OTC: PTUS.OB), a provider of solutions for software maintenance
technology and services, today announced it has received a non-binding offer
from Rocket Software, Inc. ("Rocket") for acquisition of the Company. Rocket
currently owns 10,000,000 shares of the Company's common stock representing
36.6% of the total outstanding shares of 27,319,903.
Under the terms of the offer, the Company would be merged into Rocket or a
Rocket subsidiary. All shareholders other than Rocket would be paid $0.19 per
share in cash.
The offer provides that the transaction must be completed before June 30,
2001 and that the Company must have at least $5,650,000 in cash at closing
prior to transaction costs. Completion of the transaction is subject to the
negotiation of a definitive merger agreement, approval by the holders of a
majority of Peritus' outstanding Common Stock, obtaining the requisite third
party and governmental consents and other customary closing conditions. The
parties intend to begin promptly negotiating a definitive merger agreement.
The Company's book value per share at December 31, 2000 was $0.23 and its cash
and investment balance was $6,127,000. The Company's stock price closed at
$0.072 on March 27, 2001.
"I am extremely pleased with this offer," said John Giordano, President
and CEO. "It represents a substantial premium over our current market price,
and slight premium over our estimate of book value after transaction costs
assuming a closing at the end of June. In addition, I believe the Peritus
business and the Rocket business fit very well together."
About Peritus
Founded in 1991, Peritus Software Services, Inc. offers products and
services that enable organizations to improve the productivity, effectiveness
and quality of the software evolution process. The Peritus Software Asset
Maintenance (SAM) offerings enable organizations to transform the maintenance
process into an efficient, cost-effective discipline that boosts productivity
and performance. Peritus is headquartered in Westborough, MA. For more
information, see the Peritus web site at http://www.peritus.com.
This press release may contain certain forward-looking statements, which
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in those forward looking statements as a
result of various factors, including the risks described in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 and other
public filings made by Peritus with the Securities and Exchange Commission,
which factors are incorporated herein by reference. From time to time, the
Company may also provide oral and or written forward-looking statements in
other materials it releases to the public. The Company does not assume any
obligation to update any of the forward-looking statements it makes.
Peritus is a registered trademark of Peritus Software Services, Inc.
SOURCE Peritus Software Services, Inc.
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Related links:
http://www.peritus.com
Company News On-Call:
http://www.prnewswire.com/comp/123089.html or fax,
800-758-5804, ext. 123089
CONTACT:
Ronald C. Garabedian, Vice President and
Treasurer of Peritus Software Services, Inc., 508-870-0963,
rgarabedian@peritus.com
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