Software AG to Acquire webMethods, Inc

Released on = April 8, 2007, 8:31 am

Press Release Author = Nirmala D\'souza/Oak Consulting

Industry = Software

Press Release Summary = Establishes Leadership in High Growth SOA / BPM Market;
Major Step Towards Stated Goal of €1 Billion Software Company

Press Release Body = Dubai, United Arab Emirates, April 8, 2007: Software AG
(TecDAX, ISIN DE 0003304002 / SOW), Europe’s largest systems software and
Service-Oriented Architecture (SOA) provider, and webMethods, Inc. (NASDAQ: WEBM), a
leading business integration and optimization software company, today announced that
they have entered into a definitive agreement for Software AG to acquire webMethods
in a cash tender offer for $9.15 per share or approximately $546 million.

This transaction will significantly strengthen the combined company’s leadership in
the fast-growing SOA and Business Process Management (BPM) markets. Together, the
companies bring an expanded product portfolio to a global customer base of over
4,000 organizations and 100 partners in complementary geographies around the globe.
Specifically, Software AG will more than double its customer base in North America.
This combination also brings complementary industry strengths and minimal customer
overlap, providing immediate and mutual access to additional customer segments,
particularly in financial services, manufacturing and the public sector. This
acquisition builds on the strong reputations and market positions of both companies
and is a major step in Software AG’s recently announced plans to more than double
its revenue to €1 billion (USD $1.3 billion).

\"To increase our presence in the Gulf and to strengthen our relationship with our
clients in the region, we established our Gulf headquarters in the Kingdom of
Bahrain in June 2006,\" said Mr. Mohammed Al Fardan, Managing Director – Gulf & Egypt
Region, Software AG Middle East. \"The acquisition of webMethods by Software AG
worldwide will create a strong industry-leading Service-Oriented Architecture (SAO)
and Business Process Management (BPM) product portfolio, which will benefit our
client base in the Gulf in a huge way as we will also be able to offer them a
best-in-class SOA solution. Legacy modernisation is one of our unique strengths,
which will offer around 90% of the legacy applications in the regional market a
chance to go the SOA way.\"

The acquisition will create an industry-leading SOA and BPM product portfolio with
unmatched depth and breadth. The portfolio spans SOA Governance & Enablement, BPM
and Business Activity Monitoring, Application Integration and Legacy Modernization
capabilities.

\"This acquisition clearly positions Software AG as one of the global leaders in SOA
and BPM. Combining our product portfolio and sales team with those of webMethods
gives us a major foothold in the critical North American market,\" said Karl-Heinz
Streibich, CEO of Software AG. “webMethods’ Fabric product family combined with
Software AG’s Crossvision SOA suite will provide an end-to-end SOA solution that
allows our combined client base to more effectively create, manage and govern their
business processes. Together we will be creating truly advanced SOA solutions. We
look forward to working with webMethods’ talented team of professionals throughout
their organization.”

\"By joining forces with Software AG, we’re able to fully capitalize on the highly
differentiated and market leading position that we’ve established for our products
within the business integration, SOA and BPM markets. Customers will benefit
significantly from the greatly expanded product and service portfolio that we will
be able to offer them. This combination will provide additional opportunities
through our shared partner network, our combined geographical strengths and our
complementary business models,” said David Mitchell, president and CEO,
webMethods, Inc.

Given the complementary nature of Software AG’s and webMethods’ businesses, Software
AG expects to recognize synergies through both revenue enhancement and cost savings.
\"We expect this transaction to be strongly accretive to Software AG’s operating
earnings from 2008 onwards,\" said Software AG’s CFO Arnd Zinnhardt. “Software AG
looks forward to bringing our demonstrated track-record for growth and profitability
to the combined company.”

The transaction has been approved by the Supervisory Board of Software AG.
webMethods’ Board of Directors has also approved the transaction and will recommend
that their shareholders accept the offer. The transaction is subject to customary
closing conditions, including regulatory approvals, and is expected to close during
the second quarter of 2007.

Arma Partners acted as financial advisor to Software AG, and Bear Stearns & Co.,
Inc. served as financial advisor to webMethods and provided a fairness opinion to
webMethods’ Board of Directors. Davis Polk & Wardwell acted as legal advisor to
Software AG and Morrison & Foerster, LLP acted as legal advisor to webMethods.

About Software AG
Software technology to increase the value of enterprise IT systems. Software AG is a
global leader in mission-critical software infrastructure solutions based on open
standards. At the forefront of advanced Service-Oriented Architecture (SOA),
Software AG enables customers to create powerful enterprise applications –
especially in heterogeneous IT environments. Software AG’s products Adabas,
Crossvision, Natural and Tamino help more than 3,000 customers uncover the full
potential of their IT and add value to existing systems. With technology from
Software AG, enterprises can: create flexible business applications and processes;
extend the value and life of core systems; manage data effectively across the
enterprise; and control and govern their Service-Oriented Architecture.

Software AG has more than 35 years of global IT experience and over 2,600 employees
serving customers in 70 countries. The company is headquartered in Germany and
listed on the Frankfurt Stock Exchange (TecDAX, ISIN DE 0003304002 / SOW). Software
AG posted total revenues of €483 million (unaudited) in 2006. www.softwareag.com

About webMethods
webMethods (Nasdaq: WEBM) provides business integration software to integrate,
assemble and optimize available IT assets to drive business process productivity.
webMethods delivers an innovative, enterprise-class business integration platform
that incorporates proven integration technology with next generation capabilities
into one interoperable set of tools that delivers a unique combination of
efficiency, agility and control. webMethods combines industry leadership with a
zealous commitment to customers to deliver tangible business value to more than
1,500 global customers. webMethods is headquartered in Fairfax, Va., with offices
throughout the U.S., Europe, Asia Pacific and Japan.

Important Information

The tender offer for the outstanding shares of common stock of webMethods has not
yet commenced. No statement in this announcement is an offer to purchase or a
solicitation of an offer to sell securities. Investors and security holders are
urged to read both the tender offer statement and the solicitation/recommendation
statement regarding the tender offer referred to in this press release when they
become available because they will contain important information. The tender offer
statement will be filed by Software AG with the U.S. Securities Exchange Commission
(\"SEC\"). A solicitation/recommendation statement with respect to the tender offer
will be filed by webMethods with the SEC. Investors and security holders will be
able to obtain a copy of these statements free of charge at the website maintained
by the SEC at www.sec.gov. In addition, the tender offer statement and other
documents filed with the SEC by Software AG will be available free of charge by
contacting Morrow & Co., the information agent for the tender offer, toll free at
(800) 662-5200 or by e-mail at tender.info@morrowco.com, and the
solicitation/recommendation statement and other documents filed with the SEC by
webMethods will be available free of charge by contacting webMethods Investor
Relations at (703) 460-5822.

Forward-Looking Statements

This press release and the conference call announced in it contain forward-looking
statements that involve risks, uncertainties and assumptions. If such risks or
uncertainties materialize or such assumptions prove incorrect, actual results could
differ materially from those expressed or implied by such forward-looking statements
and assumptions. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements including the anticipated
timing of filings and approvals relating to the transaction; the expected timing of
the completion of the transaction; the expected benefits and costs of the
transaction; management plans relating to the transaction; the ability to complete
the transaction considering the various closing conditions, including those
conditions related to antitrust regulations; any projections of earnings, revenues,
synergies, accretion, margins or other financial items; any statements of the plans,
strategies and objectives of management for future operations, including the
execution of integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks, uncertainties and
assumptions include risks related to the timing or ultimate completion of the
transaction; the possibility that expected benefits may not materialize as expected;
that, prior to the completion of the transaction, webMethod’s business may not
perform as expected due to uncertainty; that the parties are unable to successfully
implement integration strategies; and other risks and uncertainties that are beyond
the control of Software AG and webMethods. Software AG and webMethods disclaim any
obligation to update or correct any forward-looking statements made herein due to
the occurrence of events after the issuance of this press release.



Web Site = http://www.softwareag.com

Contact Details = Media Contact:
Mr. Mohammed Al Fardan
Software AG Middle East
P.O. Box 2154
Manama
Kingdom of Bahrain
Phone: +973 17 5828 11
Mohammed.AlFardan@softwareag.com

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