DOJ Closes Investigation into CA, Sterling

SAN FRANCISCO (03/30/2000) - The U.S. Department of Justice (DOJ) has concluded its investigation into Computer Associates International Inc.'s proposed purchase of Sterling Software Inc., meaning that the acquisition can now go ahead, CA said today.

CA's tender offer for Sterling, with the final exchange ratio of 0.5634 shares of CA common stock for each Sterling share -- the same ratio as in the company's initial proposal -- is set to close at midnight EST tomorrow, CA said in a release issued today. The software giant was forced to extend the offer period twice for its proposed acquisition due to the DOJ investigation -- once to March 27 and then again to March 31. [See "CA Extends Its Offer for Sterling," March 20.]DOJ investigations of company mergers are standard fare and are designed to check for any antitrust issues. The DOJ's antitrust division will ask the parties involved in a proposed acquisition or merger to supply additional information relating to the purchase.

CA first announced its plan to buy Sterling in a stock-for-stock transaction then valued at US$4 billion last month. [See "CA to Acquire Sterling Software for US$4 Billion," Feb. 14.]The software giant intends to combine the two companies' technologies, notably CA's own Jasmine object-oriented database and Sterling's COOL tools suite.

While CA has hundreds of software products spanning the desktop, enterprise and mainframe environments, Sterling also has a wide portfolio of software in the application development, business intelligence, storage and network management markets. Once complete, buying Sterling will make CA the largest vendor of storage management software, according to CA.

CA, in Islandia, New York, can be reached at +1-631-342-5224 or at http://www.cai.com/. Sterling, in Dallas, can be reached at +1-214-981-1000 or http://www.sterling.com/.

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