WESTBOROUGH, Mass., April 18 /PRNewswire/ -- Peritus Software Services,
Inc. (OTC: PTUS.OB), a provider of solutions for software maintenance
technology and services, today announced it has executed an Agreement and Plan
of Merger with Rocket Software, Inc. ("Rocket") and Rocket Acquisition
Company, Inc. The Company had previously announced on March 28, 2001 that it
had received a non-binding offer from Rocket. 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 Agreement, Rocket Acquisition Company, a subsidiary
of Rocket, would be merged into Peritus. All Peritus shareholders other than
Rocket would be paid $0.19 per share in cash in exchange for their Peritus
shares.
The Agreement provides that the transaction must be completed before June
30, 2001 and that the Company must have at least $4,810,000 in cash at closing
after subtraction of the lesser of $840,000 or the actual transaction costs.
Completion of the transaction is subject to 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.
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.
Important Information and Where to Find It
Peritus Software Services, Inc. plans to file a proxy statement with the
Securities and Exchange Commission relating to its proposed business
combination with Rocket Software, Inc. Investors and stockholders are urged
to read the proxy statement when it becomes available, because it will contain
important information about Peritus, the proposed business combination with
Rocket Software and related matters. When the proxy statement is completed,
Peritus plans to send it to its stockholders to seek their approval of the
proposed business combination. A free copy of the proxy statement (when it is
filed) and other documents filed by Peritus with the SEC are available for
free at the SEC's web site at http://www.sec.gov. Peritus' stockholders may
also obtain the proxy statement and other documents without charge by
directing a request to Peritus Software Services, Inc., Attention: Ronald C.
Garabedian, 112 Turnpike Road, Suite 111, Westborough, Massachusetts 01581,
Telephone: (508) 870-0963. Peritus, Rocket Software, their respective
directors, executive officers and employees and certain other persons may be
deemed to be participants in the solicitation of proxies from Peritus'
stockholders to approve the proposed business combination between Peritus and
Rocket Software. These individuals may have interests in the proposed
business combination, some of which may differ from or may be in addition to
those of Peritus' stockholders generally. A description of the participants
in the solicitation, and their relevant affiliations and interests, will be
contained in Peritus' proxy statement with respect to the proposed business
combination with Rocket Software, when it is filed with the SEC.
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.
Peritus is a registered trademark of Peritus Software Services, Inc.
About Rocket
Founded in 1990, Rocket Software, Inc. is a software engineering
organization providing enterprise class software products and services.
Rocket is headquartered in Natick, MA.
Contact: Ronald C. Garabedian
Vice President and Treasurer
Peritus Software Services, Inc.
Phone: 508-870-0963
Fax: 508-870-0764
E-mail: rgarabedian@peritus.com
SOURCE Peritus Software Services, Inc.
 back to top
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
|
