BMC Software, Inc. : BMC Notified That Elliott Has Acquired Over 5% of the Company
05/14/2012| 07:35am US/Eastern
BMC Software, Inc. (NASDAQ:BMC) (the "Company" or "BMC"), the recognized
leader in Business Service Management, today announced that Elliott
Associates, L.P. and Elliott International, L.P. (collectively,
"Elliott") notified the Company that it had acquired beneficial
ownership of more than 5% of BMC's common stock and would soon be filing
a Schedule 13D with the Securities and Exchange Commission. Elliott has
also notified the Company of its intent to nominate a slate of five
nominees to stand for election at the Company's 2012 Annual Meeting of
Stockholders. Elliott has informed the Company that the nomination of
its slate is in connection with its proposal that the Board form a
special committee to pursue a sale of the Company.
The Company said that its Board has considered Elliott's proposal that
the Board form a special committee to pursue a sale of the Company and
unanimously determined that such proposal is not in the best interests
of the stockholders of the Company and that now is not the right time to
pursue such a sale.
Bob Beauchamp, BMC's chairman and chief executive officer, said "As a
public company, we are always open to any alternative that fully
reflects the value and prospects of the Company. We do not believe the
Elliott proposal is in the best interests of our stockholders."
BMC has a strong, independent Board of proven leaders with a range of
relevant business and financial experience and expertise, all of whom
are well qualified to further advance the interests of the Company's
stockholders, employees and customers. BMC ended fiscal year 2012 on a
positive note with renewed momentum in several key areas. During the
quarter, BMC's ESM business generated solid sequential growth of twenty
one percent in license bookings, and the Company aggressively grew its
cloud and software as a service, SaaS, businesses with a large number of
new wins. Importantly, for fiscal 2012 the Company grew non-GAAP
operating income by six percent, non-GAAP diluted earnings per share by
nine percent, cash flow from operations by five percent and revenues by
Additionally, the Company posted the following key results for fiscal
2012 and the fourth fiscal quarter:
In the fourth quarter, BMC's SaaS bookings nearly tripled and its
cloud-related license bookings nearly doubled on a year-over-year
The Company's overall ESM sales force capacity rose 20 percent for the
year, excluding the impact from the acquisition of Numara.
MSM total bookings rose six percent for the full fiscal year with
nearly 550 new product placements to new and existing customers.
Services revenue grew 10 percent for the fourth quarter and 21 percent
for the full fiscal year.
BMC is executing on its strategic plan and is well positioned to capture
the growing demand among enterprises for a comprehensive, heterogeneous
and seamlessly integrated IT management platform.
With respect to the consideration of director candidates, the Corporate
Governance & Nominating Committee of BMC's Board of Directors will
follow the Company's policies and procedures for considering director
candidates recommended by stockholders and will respond in due course.
BMC recommends that stockholders defer making any determination with
respect to the proposals until they have been advised of the Board's
Morgan Stanley & Co. LLC is serving as financial advisor and Wachtell,
Lipton, Rosen & Katz is serving as legal counsel to the Company.
Business Runs on IT. IT Runs on BMC Software.
More than 25,000 IT organizations - from the Global 100 to the smallest
businesses - in over 120 countries rely on BMC Software to manage their
business services and applications across distributed, mainframe,
virtual and cloud environments. With the leading Business Service
Management platform, Cloud Management, and the industry's broadest
choice of IT management solutions, BMC helps customers cut costs, reduce
risk and achieve business objectives. For the four fiscal quarters ended
March 31, 2012, BMC revenue was approximately $2.2 billion. For more
information about BMC Software (NASDAQ: BMC), please visit www.bmc.com.
BMC, BMC Software, and the BMC Software logo are the exclusive
properties of BMC Software Inc., are registered with the U.S. Patent and
Trademark Office, and may be registered or pending registration in other
countries. All other BMC trademarks, service marks, and logos may be
registered or pending registration in the U.S. or in other countries.
All other trademarks or registered trademarks are the property of their
respective owners. © Copyright 2012 BMC Software Inc.
FORWARD LOOKING STATEMENTS
This Press Release contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
which are identified by the use of the words "believe," "expect,"
"anticipate," "estimate," "will," "contemplate," "would" and similar
expressions that contemplate future events. Such forward-looking
statements are based on management's reasonable current assumptions and
expectations. Numerous important factors, risks and uncertainties,
including, but not limited to, those contained in our documents and
reports filed with the Securities and Exchange Commission (SEC), affect
our operating results and could cause our actual results, levels of
activity, performance or achievement to differ materially from the
results expressed or implied by these or any other forward-looking
statements made by us or on our behalf. There can be no assurance that
future results will meet expectations. You should carefully review the
cautionary statements described in the documents and reports we file
from time to time with the SEC, specifically our Annual Reports on Form
10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form
8-K. Information contained on our website is not part of this Press
Readers are cautioned not to place undue reliance on any forward-looking
statements contained in this Press Release, which reflect management's
opinions only as of the date hereof. Except as required by law, we
undertake no obligation to revise or publicly release the results of any
revision to any forward-looking statements.
CERTAIN INFORMATION REGARDING PARTICIPANTS
BMC Software, Inc. ("BMC"), its directors and certain of its executive
officers may be deemed to be participants in the solicitation of proxies
from BMC shareholders in connection with the matters to be considered at
BMC's 2012 Annual Meeting. BMC intends to file a proxy statement with
the U.S. Securities and Exchange Commission (the "SEC") in connection
with any such solicitation of proxies from BMC shareholders. INVESTORS
AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding
the identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
proxy statement and other materials to be filed with the SEC in
connection with BMC's 2012 Annual Meeting. Additional information can
also be found in BMC's Annual Report on Form 10-K for the year ended
March 31, 2012, filed with the SEC on May 10, 2012. To the extent
holdings of BMC securities have changed since the amounts printed in the
proxy statement for the 2011 Annual Meeting, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Shareholders will be able to obtain any proxy statement,
any amendments or supplements to the proxy statement and other documents
filed by BMC with the SEC for no charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at the Investors section of
our corporate website at http://investors.bmc.com.
BMC Software, Inc.
Derrick Vializ, 713-918-1805
King & Co., Inc.
Thomas Germinario / Jordan Kovler / Richard
Joele Frank, Wilkinson
Joele Frank / Andy Brimmer / Matthew Sherman,
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