BORLAND-SEGUE ACQUISITION: FREQUENTLY ASKED QUESTIONS
February 8, 2006 Customer FAQ Audience Key: C=Customers, E=Employees, P=Partners, S=Sales
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QUESTION What is the market size/opportunity?
RESPONSE Borland’s ALM solutions play a critical role in helping enterprises manage the complexity of software development, and provide business, development and operational teams with increased visibility and control over all phases of the software lifecycle. This is especially crucial for large enterprises working within heterogeneous and distributed environments. IDC forecasts the ALM market to grow to $3.3 billion in 2009, achieving a 9.2% compound annual growth rate (CAGR) for 2004-2009. The SDO vision is all about providing a managed business process around software delivery. The solution Borland is adding with the acquisition of Segue helps Borland further that vision by providing more control and visibility into the software delivery process—easily and rapidly. Both IBM and Microsoft require significant investments in time and resources to get quality solutions implemented and adopted. The new solution offers customers a significant time to value advantage. In addition, Borland now has a tremendous advantage in the marketplace, particularly relative to IBM and Microsoft because the software delivery process challenges are so complex that in order to solve them, you need the kind of focus Borland has committed to and which IBM and Microsoft cannot match. There are no plans to discontinue any products or product lines at this time. Segue’s portfolio is very complementary to Borland’s portfolio. Segue products are essential to the health and performance of critical applications for more than 2,000 organizations worldwide. Borland is committed to providing the product support, training and resources to maintain and expand these deployments. Together, the companies will continue to enhance Segue products and place customers first. Note: In the production monitoring space, Segue’s strategy for the application performance management (APM) market is to collaborate and not compete with network and system management (NSM) vendors. This will not change. We are gaining momentum with our NSM OEM partners and the Segue-Borland entity will follow the same strategy for the APM market.
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How will this acquisition help Borland better compete with IBM and Microsoft?
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Will any of Segue’s products be discontinued?
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What is the roadmap for integrating products from Segue and Borland?
Products from Borland and Segue are integrated today. Integrations have been built to share requirements, test cases, defects and metrics between Segue’s quality technologies and Borland’s ALM technologies. In the near term, Borland will be focused on a comprehensive Lifecycle Quality Management Solution, including requirements to test scenario generation, audits and metrics and integration of developer test functionality into Segue’s quality portfolio to create a quality solution
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Borland – Segue Acquisition FAQ
BORLAND-SEGUE ACQUISITION: FREQUENTLY ASKED QUESTIONS
February 8, 2006 Customer FAQ Audience Key: C=Customers, E=Employees, P=Partners, S=Sales that spans the entire software delivery lifecycle. Longer term, Borland will incorporate Segue’s quality functionality into its application lifecycle platform. C, E, P How do Segue customers benefit from the acquisition? First of all, there is no change for Segue customers. They will continue to work with their customary sales, technical support, maintenance renewals and consulting representatives from Segue. The products our customers are familiar with will continue to be developed and offered for sale. There is no requirement for Segue customers to use Borland’s products—they can continue along the SQO path with Segue’s products. However, through the Borland and Segue SDO vision, we can now offer our customers greater value across the entire application development lifecycle. Lifecycle Quality Management is one of the critical process areas customers struggle to continuously improve and where, together, Borland and Segue can provide the most value from their depth and breadth of experience with customers around the world. Customers will now have the ability to deal with a single vendor—for products, solutions and services—when making investments in any aspect of software quality. The acquisition allows the entire Segue team to make the Silk products and services even more valuable. With Borland, Segue will be able to increase investment in innovation, accelerate development and expand the reach of its services to support customers even more effectively and efficiently. With dramatically expanded resources and reach around the world, the two companies will take the Silk solutions to the next level and help customers derive the greatest business value from their application development investments. We will make the following commitments to our customers: 1. Borland and Segue want to emphasize that all customers are our number one priority focus and are viewed as integral to the joint vision and long-term success of both companies. 2. Customers will benefit from our ability to make greater investments in innovation and accelerate solution development. 3. There will be no changes for Segue customers during the close period and their Segue point of contact will remain the same. Longer term, there is a joint integration team comprised of members from both organizations that will develop an integration plan. Rest assured the plan will focus heavily on the importance of our customer relationships and maintaining high levels of customer satisfaction. 4. We will share our combined product roadmap and integration plan with Segue customers as soon as possible after the official completion of the acquisition.
Borland – Segue Acquisition FAQ
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BORLAND-SEGUE ACQUISITION: FREQUENTLY ASKED QUESTIONS
February 8, 2006 Customer FAQ Audience Key: C=Customers, E=Employees, P=Partners, S=Sales 5. Borland will honor all contractual obligations to Segue customers. We will continue to place customers first in all that we do. C, E, P How will support of current Segue products be impacted? Will Segue still be providing consulting and training for Segue’s products? When will we have more information? Who should I go to if I still have questions? Support for current Segue products does not change. Customers will use existing processes/procedures for interacting with Segue’s Technical Support Center of Excellence in Belfast. Yes.
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We will endeavor to err on the side of over-communication as we go through the acquisition process and the integration team draws up its integration plans. We will get information disseminated as soon as possible during this period. If you need more information immediately, please work through your Segue relationship manager or email SegueandBorland@segue.com.
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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.
Borland – Segue Acquisition FAQ
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