Combination to Create Ideal Partner for Customers and Systems Integrators Focused on Service Oriented Architectures (SOA)
SANTA CLARA, CALIF. and MONROVIA CALIF. -- June 28, 2005 - Sun Microsystems, Inc. (NASDAQ: SUNW) and SeeBeyond Technology Corporation (NASDAQ: SBYN) today announced that they have entered into a definitive agreement for Sun to acquire SeeBeyond. The acquisition of SeeBeyond, a leader in enterprise integration, with trailing 12 month revenues of approximately $167 million and 2,000 customers worldwide, will allow Sun to create what it believes will be the industry's most complete offering for the development, deployment and management of enterprise applications and Service Oriented Architectures (SOA).
Under the terms of the agreement approved by both boards of directors, SeeBeyond stockholders will receive $4.25 per share in cash for each SeeBeyond share for an aggregate value of approximately $387 million, including the assumption of employee stock options.
"Building on the exciting news unveiled yesterday at JavaOne, today's announcement reinforces our vision for the future of the Java platform," said Scott McNealy, chairman and chief executive officer, Sun Microsystems, Inc. "Sun is well positioned to partner with systems integrators worldwide in serving the global market. Both they and our mutual customers are increasingly focused not only on the world of web services, but the secure integration of those business processes through service oriented architectures (SOA). This acquisition strengthens our software portfolio and opens new growth and partnering opportunities worldwide."
McNealy continued, "Our recent acquisition activity reinforces our strategy to be a consolidator of innovations in the IT industry and underscores our commitment to heterogeneity. The next wave is about the integration of business systems and today's acquisition of SeeBeyond signifies an early and forceful move to establish a leadership position in this space. Together, we will be able to deliver what other vendors only have in their vision papers - an ideal platform for business and systems integrators to build the next generation applications of the future."
"Since last year, we have actively worked with Sun on joint SOA-based architectural and vertical solutions," said Jim Demetriades, founder and chief executive officer, SeeBeyond. "The results of these efforts are already being seen through work with joint customers such as Blue Cross Blue Shield of Massachusetts, which is actively leveraging our technologies to drive dynamic cost savings and process improvement."
"This transaction will combine the leader in Java and web services with a leader in integration, bringing to market what we believe to be the most comprehensive and productive application development platform suite available today," adds Demetriades.
Sun continues to integrate more services into its software portfolio. The SolarisTM Operating System, which ships with all Sun software suites, is the foundation of this integrated set of services - called the Java Enterprise System. The Java Enterprise System includes: Sun Java System Application Platform Suite, Sun Java System Communication Suite, Sun Java System Identity Management Suite, Sun Java System Availability Suite and Sun Java System Web Infrastructure Suite.
The products, services and solutions currently offered by Sun and SeeBeyond are complementary with little overlap. SeeBeyond's Integrated Composite Application Network (ICAN) Suite is a highly-integrated suite , bringing back-office integration, B2B integration, ETL Master Data Management, Business Process Management, Workflow, Business Activity Monitoring, Application Adapters, and a suite of graphical development tools for composite application creation based on web services. With SeeBeyond, Sun will extend the Java Enterprise System platform with a sixth suite, the Sun Java System Integration Suite. When combined with the most advanced operating system on the planet, Solaris 10, this new suite will make the Java Enterprise System an even more attractive environment for businesses and system integrators to build next-generation customer solutions.
The two companies established a go-to-market partnership in October 2004 to integrate these product lines in order to deliver a more powerful environment for customers. The combination of Sun's Java Enterprise System and SeeBeyond's ICAN suite will result in a highly integrated and productive environment for the development of SOA-based enterprise applications.
Following completion of the proposed transaction, which is expected to occur in early Fall 2005, SeeBeyond will be integrated with Sun . In the interim, a joint team with representatives of both companies will develop integration plans that build upon the technological, product and cultural synergies as well as the best business and product development practices of both companies.
Completion of the transaction is subject to regulatory approval, SeeBeyond shareholder approval and other customary closing conditions.