BMC Software, Inc. (NASDAQ:BMC) (the "Company" or "BMC"), the recognized
leader in Business Service Management, has reached an agreement with
Elliott Associates, L.P. and Elliott International, L.P., funds
affiliated with Elliott Management Corporation (collectively, "Elliott")
in connection with the Company's 2012 Annual Meeting of Stockholders
scheduled for July 25, 2012 (the "2012 Annual Meeting").
Under the terms of the agreement, the BMC Board of Directors has
increased the size of the Board to 12 directors, effective as of the
2012 Annual Meeting. After review by BMC's Corporate Governance &
Nominating Committee, John Dillon and Jim Schaper have been added to the
slate of existing BMC director candidates recommended by the BMC Board
for election at the 2012 Annual Meeting.
In addition, Elliott has withdrawn its notice of nomination of all of
its director candidates to the BMC Board and has agreed to vote its
shares in favor of each of the BMC Board's nominees at the 2012 Annual
Meeting. Furthermore, Elliott has agreed to abide by certain
Upon the election of the revised slate, 11 of BMC's 12 directors will be
independent. Also under the terms of the agreement, upon election, Mr.
Dillon will serve as a member of the Mergers and Acquisitions Committee
and Mr. Schaper will serve as a member of the Compensation Committee.
Bob Beauchamp, BMC's Chairman and Chief Executive Officer, said, "BMC's
Board and senior management team remain highly committed to enhancing
value for all BMC stockholders. We believe this settlement with Elliott
is an excellent outcome that will serve all BMC stockholders well, and
we will welcome Mr. Schaper and Mr. Dillon to our Board. We look forward
to working with them to build an even stronger future for BMC."
Jesse Cohn, Elliott Portfolio Manager, said, "We are very pleased to
have worked constructively with BMC's management and Board to reach this
favorable outcome. We believe BMC is a great company with a strong
product portfolio and a committed customer base - and one that possesses
significant value which can be realized through a variety of pathways.
Jim and John will add exceptional expertise as they work collaboratively
with the existing Board and senior management team to create value for
all BMC stockholders."
The 2012 Annual Meeting will be held on Wednesday, July 25, 2012, at
8:00 a.m. Central Time, in the Gateway IV room at the Grand Hyatt DFW in
Dallas, Texas. The record date for determining eligibility to vote at
the 2012 Annual Meeting is June 4, 2012.
The settlement agreement between BMC and Elliott will be included as an
exhibit to the Company's Current Report on Form 8-K to be filed with the
Securities and Exchange Commission.
Jim Schaper is a veteran of the technology industry, with more than 30
years experience working in leading enterprise software companies. Mr.
Schaper is currently Chairman of Infor Global Solutions, a top
Enterprise Software provider with operations in more than 40 countries
around the world. Mr. Schaper founded Infor Global Solutions in 2002 and
has helped oversee its expansion to becoming the third largest provider
of enterprise applications and solutions, with over 85,000 customers,
13,000 employees and $2.8 billion in annual revenues. Previously, Mr.
Schaper held executive positions at Primis Corporation, Medaphis
Corporation and Dun & Bradstreet Software. He is also an Operating
Partner at Golden Gate Capital, and serves on the Board of a variety of
software and technology companies.
John Dillon has extensive experience as a CEO and Director for a diverse
group of leading publicly traded and private cloud computing, SaaS and
PaaS companies. Mr. Dillon is currently the CEO of Engine Yard, the
leading cloud platform for automating and developing Ruby on Rails and
PHP applications. Previously, Mr. Dillon was the CEO of Navis, a private
software company, was the CEO of Salesforce.com and was CEO and Director
of Hyperion Solutions. He spent five years in Sales Management at
Oracle, and before beginning his civilian career, was a nuclear
submarine officer in the U.S. Navy. Mr. Dillon serves on the Board of
Directors of a private software company and a regional community bank.
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.
Business runs better when IT runs at its best. More than 20,000 IT
organizations - from the Global 100 to the smallest businesses - in over
120 countries rely on BMC Software (NASDAQ: BMC) 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, 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 (the "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 are deemed participants in the solicitation of proxies from BMC
stockholders in connection with the matters to be considered at BMC's
2012 Annual Meeting. In connection with the solicitation of proxies, BMC
has filed a definitive proxy statement and other relevant documents
concerning the proposals to be presented at BMC's 2012 Annual Meeting
with the SEC. In connection with the 2012 Annual Meeting, BMC has mailed
the definitive proxy statement to stockholders. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ BMC'S DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ACCOMPANYING WHITE 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 participants, and their direct or indirect interests, by
security holdings or otherwise, are set forth in the definitive proxy
statement BMC filed with the SEC on June 5, 2012. 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
definitive proxy statement for the 2012 Annual Meeting, such changes
have been or will be reflected on Statements of Changes in Beneficial
Ownership of Securities on Form 4 filed with the SEC. Stockholders 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 Contacts
Derrick Vializ, 713-918-1805
King & Co., Inc.
Thomas Germinario / Jordan Kovler / Richard
Wilkinson Brimmer Katcher
Joele Frank / Andy Brimmer / Jennifer
Management Media Contacts