Progress Software to acquire Neon Systems

Source: Progress Software

Progress Software Corporation (Nasdaq:PRGS), a global supplier of application infrastructure software used to develop, deploy, integrate and manage business applications, and NEON Systems, Inc. (Nasdaq: NEON), a leader in mainframe integration, today jointly announced they have signed a definitive agreement under which a wholly owned subsidiary of Progress will make a $6.20 per share cash tender offer for all outstanding shares of NEON common stock.

The transaction is valued at approximately $68 million in the aggregate. The tender offer price represents a premium of approximately 46 percent for NEON's stockholders based on the 30-day trailing average share price of NEON on the Nasdaq National Market for the period ending on December 19, 2005. Following the purchase of shares in the tender offer, the subsidiary of Progress and NEON will merge. Owners of NEON shares not purchased in the tender offer will be entitled to receive $6.20 per share in cash in the merger. Upon the closing of the transaction, NEON will become part of DataDirect Technologies, the software industry leader in standards-based data connectivity and an operating unit of Progress Software Corporation.

DataDirect has long been the industry leader in standards-based data connectivity, with products covering all major relational databases, operating systems, and data access standards. Hundreds of independent software vendors and thousands of corporate IT departments worldwide rely on DataDirect for production proven database drivers, which deliver the reliability, security, and performance needed for the most demanding software systems. The technology is backed by award-winning technical support and the industry's most comprehensive test suite.

NEON is a leading independent vendor of standards-based software to access data and applications stored on mainframes, where many large companies run some of their most critical business applications. NEON products support SQL access through ODBC and JDBC and also enable web services integration with mainframes for service-oriented architectures and real-time event processing. NEON's customer base includes some of the world's most well known commercial and government entities, who depend on its products for mainframe integration for their mission critical systems.

The combination of the two companies will offer customers an unparalleled range of data access products and technologies. Together the two companies will offer standards-based access to mainframe data sources such as DB2, IMS/DB VSAM, Adabas, CICS/TS, IMS/TM, CA-IDMS, and Natural along with relational databases such as Oracle, DB2, SQL Server, Sybase, Informix, and Progress OpenEdge. Moreover, the acquisition will bring together the industry's top data connectivity developers and leading technical experts, paving the way for even more innovation in the future. As part of DataDirect, NEON will remain a visionary and a leader in the mainframe integration market.

The NEON acquisition will extend Progress' ability to deliver data connectivity, web services for Service-Oriented Architectures (SOA), and real-time event stream processing. Progress' Sonic Software and Real Time operating units can now make the mainframe an equal participant in any SOA deployment. NEON's Shadow RTE product enables standards-based mainframe integration support of web services for SOA and real-time events for Event-Driven Architecture (EDA).

"Our customers and prospects have long asked for a single enterprise-wide data connectivity vendor that can cover all platforms including the mainframe," said Rick Reidy, president of DataDirect. "This acquisition lets us meet all of our customers' data access requirements - regardless of their environment and where their data sits. And by acquiring the industry leader in mainframe access, we will continue our tradition of providing our customers with the very highest quality data connectivity products available anywhere."

"DataDirect's rich product set, comprehensive understanding of standards based data connectivity, and extensive market reach will be a tremendous benefit to NEON customers," said Mark Cresswell, chief executive officer of NEON. "In addition, our web services and event streaming products will be of great value to the many Progress customers currently deploying service-oriented and event-driven architectures utilizing mainframe data."

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