From the Segue Software Press Release:
(Personal note: WOW!!! Heidi Gilmore is STILL there!!! :-D )
SEGUE SOFTWARE, INC. (TICKER: SEGU, EXCHANGE: NASDAQ-SCM) PRESS RELEASE
Segue Software to Be Acquired by Borland Software for $8.67 Per Share
LEXINGTON, Mass.--(BUSINESS WIRE)--Feb. 8, 2006--Segue Software, Inc. (NASDAQ-CM: SEGU), a leader in Software Quality Optimization(TM) (SQO(TM)), today announced that it has signed a definitive agreement in which Borland Software Corporation (NASDAQ NM: BORL) will acquire Segue.
Under the terms of the agreement, Borland will acquire all of the outstanding shares of common stock of Segue in a one-step transaction for $8.67 per share in cash. This represents a premium of 25% over the closing price of Segue's common stock of $6.92 on Tuesday, February 7, 2006 and a 36% premium over the average price during the last 90-day trading period. The transaction is valued at approximately $100 million.
"Rarely do two companies share such a strong vision for transforming their industry," said Joseph Krivickas, president and chief executive officer, Segue Software. "Borland and Segue have been partners for several years, helping our customers overcome the challenges that cause project failure and poor software quality. By bringing together our products and teams, we can help customers ensure higher standards of quality and service while systematically reducing the costs associated with rework and maintenance."
"Segue's quality optimization products and services will add significantly to our growing portfolio of application lifecycle management solutions," said Tod Nielsen, president and chief executive officer, Borland Software. "This is a natural extension of our focus in helping customers move beyond development and into successful delivery of business value via critical software initiatives."
The transaction has been approved by the Boards of Directors of both companies. The merger is conditioned upon the approval of Segue's shareholders and other customary conditions. Borland has also entered into voting agreements with certain significant Segue shareholders who own an aggregate of 21.5% of Segue's outstanding shares and who have agreed to support the transaction. The transaction is expected to close in the second calendar quarter of 2006.
Borland Conference Call Information
Borland will hold a conference call and webcast to discuss recent announcements, today, Wednesday, February 8, 2006, at 2:00 pm EST. To access the live webcast, please visit the Investor Relations section of Borland's website at least 30 minutes prior to the scheduled time to download any necessary audio or plug-in software. A replay will be available approximately two hours after the conference call ends and will be available until February 23, 2006, at 12:00 am PST. Please dial 1.800.405.2236 or +1.303.590.3000, passcode 11050769, to access the replay. The archived webcast will also be available on Borland's website at www.borland.com.
About Segue Software
Segue Software, Inc. (NASDAQ-CM: SEGU) is a global expert in delivering solutions to define, measure, manage and improve software quality throughout the entire software application lifecycle. Segue's Software Quality Optimization(TM) (SQO(TM)) solutions help companies reduce business risk, ensure the deployment of high quality software and increase return on investment. Leading businesses around the world, including many of the Fortune 500, rely on Segue's innovative Silk family of products to protect their business service levels, competitive edge and brand reputation. Headquartered in Lexington, Mass., with offices across North America, Europe and Asia, Segue can be reached at +1.781.402.1000 or www.segue.com.
WHERE TO FIND ADDITIONAL INFORMATION ABOUT THE MERGER:
This communication may be deemed to be solicitation material in respect of the proposed acquisition and subsequent merger (the "Merger") of Segue Software, Inc. (the "Company") by and into a wholly-owned subsidiary of Borland Software Corporation ("Borland"). In connection with the Merger and required stockholder approval, the Company will file with the SEC a preliminary proxy statement, a definitive proxy statement and other relevant materials that will contain important information about the Merger. Investors of the Company are urged to read the proxy statements and any other relevant materials filed by the Company because they contain, or will contain, important information about the Company and the Merger. All documents filed by the Company with the SEC may be obtained for free at the SEC's website at www.sec.gov. In addition, the documents filed with the SEC by the Company may be obtained free of charge by directing such request to: Doug Zaccaro, Treasurer, Segue Software, +1.781.402.1000 or from the Company's website at www.segue.com or by emailing questions to SegueandBorland@segue.com. Such documents are not currently available.
The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the Company stockholders in favor of the Merger. Information about the executive officers and directors of the Company and their ownership of the Company's common stock is set forth in the proxy statement for the Company's 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2005, and in Item 10 of the Company's Form 10-K which was filed with the SEC on March 25, 2005. Investors may obtain more detailed information regarding the direct and indirect interests of the Company and its respective executive officers and directors in the Merger by reading the preliminary and definitive proxy statements regarding the Merger, which will be filed with the SEC.
This press release may contain forward-looking statements,. Forward-looking statements are statements that contain predictions or projections of future events or performance, and often contain words such as "anticipates", "can", "estimates", "believe", "expects", "projects", "will", "might", or other words indicating a statement about the future. The Company notes that any such forward-looking statements are subject to change and are not guarantees of future performance, and that actual results may differ materially from any such predictions or projections, based on various important factors and including, without limitation, the Company's and Borland's ability to consummate the transaction; the conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; and the parties' ability to meet expectations regarding the timing, completion and accounting of the merger; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate the Company's operations into those of Borland's; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees at the Company, the ability of the Company to continue to achieve positive cash flow and sustain profitability in this difficult economic and business climate; the ability of the Company to close large enterprise orders; the Company's transition to a new management team; the timing and success of introductions of our new products; market acceptance of recently-introduced products (including SilkCentral Test Manager 8.0) and updated releases; the effectiveness of our additional distributors and resellers; growth in license revenue; new products and announcements from other companies; the Company's continued access to capital; and changes in technology and industry standards. Additional information on the factors that could affect the Company's business and financial results is included in the Company's periodic reports filed with the Securities and Exchange Commission.
Segue and the Segue logo are registered trademarks and Software Quality Optimization and SQO are trademarks of Segue Software, Inc. All other marks are the property of their respective owners.
CONTACT: Segue Software, Inc.
Heidi Gilmore, +1-781-402-5873
heidig@segue.com
SOURCE: Segue Software, Inc.
Wednesday, February 15, 2006
Sunday, February 05, 2006
Christmas Trip 2005 - Skating
This week I had plans to stay two weeks, so I was thinking two lessons with each of my coaches out there.
What ended up happening was I got two lessons with the coach in NYC and only one with the Moves Guru in Hackensack! I came down with a nasty flu and was out most of the second week at NYC and I was told not to skate until I was well. I was sad that I couldn't make my second lesson with Edward. I also am sad that I didn't get to meet Frank Romero, who I met thru RSSIR and are net friends on skatingforums.com ( and is a student of Edward.) We also tried to get in a third lesson with Emanuele to cheer me up from missing Edward when I was well enough, but, alas, Emanuele was sick with the same flu too! LOL!!! However, I was very VERY happy to see the coaches out there.
Coach in NYC Chelsea Piers - Emanuele:
Well, when I first went to him in 2004, I had such a good time learning some basics and some technical stuff that I said to myself I would come back again when I visit NYC again. Well, I'm back in NYC and as promised, I called him to arrange a lesson. It was just as much, if not even more fun as it was in 2004! This year we went over fixing my crappy crossovers again. He definitely had a lot of patience going thru this with me since I have crappy crossovers!!! At one of my lessons, we went over power pulls and loop jumps. He smack my free leg with his glove when I touched down on my loop jump. (I was two footing my loop landings again. *rolleyes* ) And I managed to at least get my power pulls a bit smoother. (I haven't done power pulls in a LOOOOONG time!!!)
He also took a look at my spins and said that "There's always something to improve on in spins, but for now, let's leave your good spins alone. They're fine for now." KEWL!!! Hopefully the next time I see him, I'll be working on sit spins next!
On the second lesson, we aimed towards going thru the 5 step mohawks and he fixed a minor problem with "presenting" myself right at the beginning. He said I need to extend my free leg more and we went thru this over and over. And at times I get it and at times I don't and I'm glad he has patience and a sense of humor. (Oh, yeah! You'll need it with me, buddy! LOL!!!) The best part is that when I DO finally get it, he's quite enthusiatic about it and will let you know right away. Very encouraging and positive coach!
His parting comment to me (besides "See you next year!") was to learn to skate and constantly "spell check" myself w/o judgement. If I don't get something right at that moment, continue on and try to correct myself the next time. The point he's trying to get to me is "don't beat myself up when I get something wrong." Of course, kinda hard when I'm used to having very strict coaches who beats me up verbally (but in such a funny way that I can't beat them up b/c I'm laughing too hard. Don't worry! My current coaches at home are just great!!!) :-P
Funny note: When I first started with Emanuele in 2004, one of the first thing he complimented on is that I'm brave for an adult skater. Of course, I told him "Oooooh... please tell my two coaches what you just said. I think you'll love their response to that. LOL!!!" (I have a rep for being a BIIIIG chicken! Boc boc boc...)
Hackensack, NJ: - Edward
My only gripes about this trip were 1) that it was QUITE crowded. So many kids!!! and 2) It was difficult to get to via public trans.
Edward is very militaristic and very strict, but he has this way about him that made me have confidence in my skating... if I do exactly what he tells me to!!! LOL!!! Anyway, I did tons more basics (crossovers mostly.) And this guy's got a method for alt. crossovers on the Pre-Juv test. (Obviously, I won't give it away on the net. You'll have to take him as a coach to find out.) He breaks everything down to small pieces and amkes me work on those small pieces before he would even let me try the big thing! Even arm position... I did arm and head/waist "switching" (directions) in isolation and he was nit-picky about it. EEEEK!!!
I have TONS of tips on my Bronze Moves to take home and work on though! And off ice... he's a real SWEETHEART!!! Love the guy!!! I plan on being back with him when I visit again. But probably we're gonna work on basics rather than moves itself, so I have a better foundation when I do work on moves. We'll see when the time happens, I guess.
And White Manna made a statement for me. LOVE THOSE BURGERS!!! LOL!!! Gotta love it when a teenage boy plays food critic and gives a place his THUMBS UP!!! LOL!!!
Prospect Park, Brooklyn - Dinah!!! :D
I had a great time with Dinah, though I wasn't happy with the crowds or the ice itself. (It was outdoor ice and cold. The ice was way too hard for me!.) Dinah in this case is NOT my coach, but is a coach there. We showed off my mohawks (which she says it's much better than last year.) I also got to meet a slew of adult skating friends of hers. But her main attraction for her -- my purple boots!!! :D
We went out for dim sum afterwards where I got to meet her two DD's and one of the DD's friends. They weren't as daring on the food as Mom was, but did like the stuff I've picked for them. Sadly the one drawback to our trip was that both Jim and I were becoming quite sick throughout the day. We managed to work out a deal where if I filled up Dinah's gas tank for her van, that we would get a ride home back to Valley Stream with her. She gladly took the offer. Best part is that both she and I can gossip about stuff. (Even better, my hubby and her got along well too. Hubby has never really liked a lot of my friends before on first impressions, but this one she did like b/c she's mature and intelligent, yet kind.)
I really wished I got more skating in with the coaches, but I'm happy with what I got anyway. And I look forward to my next trip to see my in-laws! I definitely want to see Emanuele and Edward again! BOTH are just sweethearts!!! I have a soft spot for them every time I think of those two!!!
What ended up happening was I got two lessons with the coach in NYC and only one with the Moves Guru in Hackensack! I came down with a nasty flu and was out most of the second week at NYC and I was told not to skate until I was well. I was sad that I couldn't make my second lesson with Edward. I also am sad that I didn't get to meet Frank Romero, who I met thru RSSIR and are net friends on skatingforums.com ( and is a student of Edward.) We also tried to get in a third lesson with Emanuele to cheer me up from missing Edward when I was well enough, but, alas, Emanuele was sick with the same flu too! LOL!!! However, I was very VERY happy to see the coaches out there.
Coach in NYC Chelsea Piers - Emanuele:
Well, when I first went to him in 2004, I had such a good time learning some basics and some technical stuff that I said to myself I would come back again when I visit NYC again. Well, I'm back in NYC and as promised, I called him to arrange a lesson. It was just as much, if not even more fun as it was in 2004! This year we went over fixing my crappy crossovers again. He definitely had a lot of patience going thru this with me since I have crappy crossovers!!! At one of my lessons, we went over power pulls and loop jumps. He smack my free leg with his glove when I touched down on my loop jump. (I was two footing my loop landings again. *rolleyes* ) And I managed to at least get my power pulls a bit smoother. (I haven't done power pulls in a LOOOOONG time!!!)
He also took a look at my spins and said that "There's always something to improve on in spins, but for now, let's leave your good spins alone. They're fine for now." KEWL!!! Hopefully the next time I see him, I'll be working on sit spins next!
On the second lesson, we aimed towards going thru the 5 step mohawks and he fixed a minor problem with "presenting" myself right at the beginning. He said I need to extend my free leg more and we went thru this over and over. And at times I get it and at times I don't and I'm glad he has patience and a sense of humor. (Oh, yeah! You'll need it with me, buddy! LOL!!!) The best part is that when I DO finally get it, he's quite enthusiatic about it and will let you know right away. Very encouraging and positive coach!
His parting comment to me (besides "See you next year!") was to learn to skate and constantly "spell check" myself w/o judgement. If I don't get something right at that moment, continue on and try to correct myself the next time. The point he's trying to get to me is "don't beat myself up when I get something wrong." Of course, kinda hard when I'm used to having very strict coaches who beats me up verbally (but in such a funny way that I can't beat them up b/c I'm laughing too hard. Don't worry! My current coaches at home are just great!!!) :-P
Funny note: When I first started with Emanuele in 2004, one of the first thing he complimented on is that I'm brave for an adult skater. Of course, I told him "Oooooh... please tell my two coaches what you just said. I think you'll love their response to that. LOL!!!" (I have a rep for being a BIIIIG chicken! Boc boc boc...)
Hackensack, NJ: - Edward
My only gripes about this trip were 1) that it was QUITE crowded. So many kids!!! and 2) It was difficult to get to via public trans.
Edward is very militaristic and very strict, but he has this way about him that made me have confidence in my skating... if I do exactly what he tells me to!!! LOL!!! Anyway, I did tons more basics (crossovers mostly.) And this guy's got a method for alt. crossovers on the Pre-Juv test. (Obviously, I won't give it away on the net. You'll have to take him as a coach to find out.) He breaks everything down to small pieces and amkes me work on those small pieces before he would even let me try the big thing! Even arm position... I did arm and head/waist "switching" (directions) in isolation and he was nit-picky about it. EEEEK!!!
I have TONS of tips on my Bronze Moves to take home and work on though! And off ice... he's a real SWEETHEART!!! Love the guy!!! I plan on being back with him when I visit again. But probably we're gonna work on basics rather than moves itself, so I have a better foundation when I do work on moves. We'll see when the time happens, I guess.
And White Manna made a statement for me. LOVE THOSE BURGERS!!! LOL!!! Gotta love it when a teenage boy plays food critic and gives a place his THUMBS UP!!! LOL!!!
Prospect Park, Brooklyn - Dinah!!! :D
I had a great time with Dinah, though I wasn't happy with the crowds or the ice itself. (It was outdoor ice and cold. The ice was way too hard for me!.) Dinah in this case is NOT my coach, but is a coach there. We showed off my mohawks (which she says it's much better than last year.) I also got to meet a slew of adult skating friends of hers. But her main attraction for her -- my purple boots!!! :D
We went out for dim sum afterwards where I got to meet her two DD's and one of the DD's friends. They weren't as daring on the food as Mom was, but did like the stuff I've picked for them. Sadly the one drawback to our trip was that both Jim and I were becoming quite sick throughout the day. We managed to work out a deal where if I filled up Dinah's gas tank for her van, that we would get a ride home back to Valley Stream with her. She gladly took the offer. Best part is that both she and I can gossip about stuff. (Even better, my hubby and her got along well too. Hubby has never really liked a lot of my friends before on first impressions, but this one she did like b/c she's mature and intelligent, yet kind.)
I really wished I got more skating in with the coaches, but I'm happy with what I got anyway. And I look forward to my next trip to see my in-laws! I definitely want to see Emanuele and Edward again! BOTH are just sweethearts!!! I have a soft spot for them every time I think of those two!!!
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