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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
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[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
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NETEGRITY, INC.
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(Name of Registrant as Specified in Its Charter)
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(1) Title of each class of securities to which transaction applies:
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This filing consists of Questions and Answers for Netegrity customers for
use by Netegrity employees, a script for Netegrity account executives for use
with key accounts and a letter to Netegrity customers, first distributed on
October 7, 2004.
QUESTIONS AND ANSWERS FOR CUSTOMERS
NETEGRITY/COMPUTER ASSOCIATES ACQUISITION
CUSTOMER QUESTIONS AND ANSWERS
For Internal Use Only
October 6, 2004
GENERAL QUESTIONS
Q. WHAT ARE NETEGRITY AND COMPUTER ASSOCIATES ANNOUNCING?
A. We have announced that we have signed a definitive agreement for Computer
Associates to acquire Netegrity in a cash transaction. The combined
company is expected to provide customers with the broadest end to end
security management solutions available in the market today. Netegrity's
market leading identity and access management technology is expected to be
a key complement to Computer Associates' eTrust security management
solution.
Q. WHAT ARE THE TERMS OF THE DEAL?
A. Computer Associates will acquire Netegrity for $10.75 per share or
approximately $430 million in cash.
Q. WHEN DO YOU EXPECT THE DEAL TO CLOSE? WHAT ARE THE APPROVALS THAT ARE
REQUIRED FOR THE DEAL TO CLOSE?
A. The acquisition is subject to customary regulatory approvals and the
approval of Netegrity's shareholders. While approval timelines are not
under our control, the acquisition is expected to be completed in the next
90 days.
Q. WHY DID NETEGRITY DECIDE TO WORK WITH COMPUTER ASSOCIATES ON AN
ACQUISITION?
A. After extensive evaluations, Netegrity concluded that Computer Associates
has significant global resources that could help accelerate our market
penetration and drive rapid growth. Furthermore we believe there are a
number of important synergies between Computer Associates and Netegrity.
The security market segment is one in which Computer Associates has made
significant investment, and we believe this deal would further reinforce
their focus on this key strategic area. We believe Netegrity's
heterogeneous identity and access management solution would extend
Computer Associates' ability to deliver on their Enterprise Infrastructure
Management strategy which is designed to help our customers simplify
management of their IT infrastructures, increase utilization rates,
accommodate both real-time and on-demand needs and better
align IT infrastructure with the operations of their business. We also
believe the addition of Netegrity's security offerings to CA's Identity
and Access Management suite would enable the delivery of a complete,
integrated and open solution.
From a resource perspective, Computer Associates' marketing and sales
resources, along with a very large customer base, should allow us to
penetrate companies and regions that we might not have been able to reach
as quickly on our own. Like Netegrity, Computer Associates is located on
the east coast, and has a number of development and sales offices
throughout the world.
Q. WILL COMPUTER ASSOCIATES SUPPORT NETEGRITY'S CUSTOMERS WITH ITS TECHNICAL
SUPPORT STAFF OR WILL I NEED TO GO TO NETEGRITY?
A. Until the acquisition is closed, Netegrity customers should continue to
follow the current process to get technical support.
Q. WILL NETEGRITY CONTINUE TO FOCUS ON THE IDENTITY AND ACCESS MANAGEMENT
SPACE OR ARE YOU MOVING AWAY FROM THAT?
A. Computer Associates is looking to take advantage of Netegrity's strong
assets in the identity and access management market segment. Today
Netegrity brings significant strength in solving major customer pains in
identity and access management. We believe this complements Computer
Associates' strength in the mainframe and distributed computing
environments.
Q. DOES THIS ACQUISITION AFFECT ANY OF NETEGRITY'S CURRENT PRODUCT PLANS?
A. Until we get regulatory approval we cannot complete the integration plan.
However, Computer Associates' interest in this acquisition was because of
Netegrity's strong technology solutions, people expertise and strong
customer base.
QUESTIONS ON COMPUTER ASSOCIATES
Q. WHAT DOES COMPUTER ASSOCIATES SPECIALIZE IN?
A. Computer Associates is a publicly traded software company with
approximately 15,000 employees headquartered in Islandia, New York. They
are a global company with operations in more than 50 countries. Computer
Associates had $3.2B in revenue for fiscal year 2004 with a market cap of
$16B. Computer Associates is a leading worldwide provider of solutions and
services for the management of IT infrastructure, business information and
application development. Computer Associates' solutions address an
extensive range of management challenges across the full range of
heterogeneous distributed and mainframe platforms found in today's
enterprise environments. They are organized into six powerful brands:
Unicenter for enterprise management, BrightStor for storage management,
eTrust for security management, AllFusion for application life cycle
management, Advantage for data management and application development, and
CleverPath for portal and business intelligence.
Q. HOW MANY CUSTOMERS DOES COMPUTER ASSOCIATES HAVE AND WHO ARE SOME OF THEIR
KEY CLIENTS?
A. They have approximately 95% of the Fortune 500 as customers and many other
major accounts across the globe.
Q. DO NETEGRITY AND COMPUTER ASSOCIATES HAVE ANY JOINT CUSTOMERS TODAY?
A. Yes, we do have some joint customers today. For some time now we have
worked collaboratively with a variety of Computer Associates' eTrust
products including eTrust LDAP directory.
Q. HOW WILL THE COMBINATION OF NETEGRITY AND COMPUTER ASSOCIATES ENHANCE THE
COMBINED COMPANY'S MARKET POSITION?
A. We believe there are a number of important synergies between Computer
Associates and Netegrity. We expect the combination of our two companies
would carry forward our commitment to solve customer's greatest enterprise
security challenges. In addition, we anticipate that Computer Associates
would bring significant sales and marketing reach to Netegrity and
Netegrity may further solidify CA's leadership position in the Identity
and Access Management space.
Q. WHAT DO I DO IF A CUSTOMER WANTS TO SPEAK WITH COMPUTER ASSOCIATES ABOUT
THE ACQUISITION AND FUTURE PLANS?
A. We cannot speak about the joint plans between the two companies until we
have received regulatory approval. After regulatory approval and as soon
as we have the joint plans completed, we will provide those details.
Until the acquisition closes we must operate as independent companies.
Customers who have questions about Netegrity and our products need to
contact our sales executive. Customers who have questions about Computer
Associates and their products need to contact Computer Associates sales
executives.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Netegrity plans to file with the Securities and Exchange Commission and
mail to its stockholders a Proxy Statement in connection with the transaction.
The Proxy Statement will contain important information about Computer
Associates, Netegrity, the transaction and related matters. Investors and
security holders are urged to read the Proxy Statement carefully when it is
available. Investors and security holders will be able to obtain free copies of
the Proxy Statement and other documents filed with the SEC by Computer
Associates and Netegrity through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the Proxy Statement from Netegrity by contacting Investor Relations,
Netegrity, 201 Jones Road, Waltham, MA 02451, 800-325-9870.
Computer Associates and Netegrity, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger agreement.
Information regarding Computer Associates' directors and executive officers is
contained in Computer Associates' Form 10-K for the year ended March 31, 2004
and its proxy statement dated July 28, 2004, as amended. Information regarding
Netegrity's directors and executive officers is contained in Netegrity's Form
10-K for the year ended December 31, 2004 and its proxy statement dated March
31, 2004, which are filed with the SEC. As of October 5, 2004, Netegrity's
directors and executive officers beneficially owned approximately 4.8 million
shares, or 12%, of Netegrity's common stock.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between Computer
Associates and Netegrity, the expected timetable for completing the transaction,
future financial and operating results, benefits and synergies of the
transaction, future opportunities for the combined company and any other
statements about Computer Associates or Netegrity managements' future
expectations, beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates," "expects,"
estimates and similar expressions) should also be considered to be
forward-looking statements. A number of important factors could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate the
transaction, the ability of Computer Associates to successfully integrate
Netegrity's operations and employees; the ability to realize anticipated
synergies and cost savings; the emergence of new competitive initiatives
resulting from rapid technological advances or changes in pricing in the market;
market acceptance of new products and services and continued acceptance of
existing products and services; risks associated with the entry into new
markets; business conditions in the distributed systems and mainframe software
and hardware markets; uncertainty and volatility associated with Internet and
eBusiness-related activities; and the other factors described in Computer
Associates' Annual Report on Form 10-K for the year ended March 31, 2004 and its
most recent quarterly report filed with the SEC and in Netegrity's Annual Report
on Form 10-K for the year ended December 31, 2003 and its most recent quarterly
report filed with the SEC. Computer Associates and Netegrity disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this document.
SCRIPT FOR KEY ACCOUNTS
SCRIPT FOR NETEGRITY ACCOUNT EXECUTIVES
TO BE USED WITH KEY ACCOUNTS
October 6, 2004
HELLO, THIS IS __________________ FROM NETEGRITY. I WANTED TO GIVE YOU A CALL
TODAY BECAUSE WE HAVE SOME EXCITING NEWS THAT I WANTED TO SHARE WITH YOU.
This morning we announced that we signed a definitive agreement for Computer
Associates to acquire Netegrity in a cash transaction. I also wanted to let you
know why we felt this was the right move.
The security market is one in which Computer Associates has made significant
investment. We feel that the combined companies would provide customers with the
broadest end to end security solution available on the market today. Netegrity's
heterogeneous identity and access management solutions extend Computer
Associates' ability to address the heterogeneous web, distributed and mainframe
security challenges facing today's largest enterprises. We believe Netegrity's
identity and access management technology would be a key complement to Computer
Associates' eTrust line of security solutions.
By combining Netegrity's market leading technology and strong intellectual
capital with Computer Associates' significant global resources, strong presence
in the security market, and broad complement of products, we can continue to
build on our tradition of providing superior products and delivering even
greater value and service to our customers.
The planning and details around the integration have not been completed.
However, once the acquisition has received regulatory approval, the companies
can complete their integrated plan. We anticipate having regulatory approval
within 90 day.
UNTIL THE ACQUISITION IS CLOSED, I WILL CONTINUE TO BE YOUR NETEGRITY SALES
CONTACT. IN ADDITION YOU SHOULD CONTINUE TO FOLLOW THE CURRENT PROCESS TO GET
TECHNICAL SUPPORT.
PLEASE DON'T HESITATE TO GIVE ME A CALL, IF I CAN ASSIST YOU,
THANKS FOR YOUR TIME.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Netegrity plans to file with the Securities and Exchange Commission and
mail to its stockholders a Proxy Statement in connection with the transaction.
The Proxy Statement will contain important information about Computer
Associates, Netegrity, the transaction and related matters. Investors and
security holders are urged to read the Proxy Statement carefully when it is
available. Investors and security holders will be able to obtain free copies of
the Proxy Statement and other documents filed with the SEC by Computer
Associates and Netegrity through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the Proxy Statement from Netegrity by contacting Investor Relations,
Netegrity, 201 Jones Road, Waltham, MA 02451, 800-325-9870.
Computer Associates and Netegrity, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger agreement.
Information regarding Computer Associates' directors and executive officers is
contained in Computer Associates' Form 10-K for the year ended March 31, 2004
and its proxy statement dated July 28, 2004, as amended. Information regarding
Netegrity's directors and executive officers is contained in Netegrity's Form
10-K for the year ended December 31, 2004 and its proxy statement dated March
31, 2004, which are filed with the SEC. As of October 5, Netegrity's directors
and executive officers beneficially owned approximately 4.8 million shares, or
12%, of Netegrity's common stock.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between
Computer Associates and Netegrity, the expected timetable for completing the
transaction, future financial and operating results, benefits and synergies of
the transaction, future opportunities for the combined company and any other
statements about Computer Associates or Netegrity managements' future
expectations, beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates," "expects,"
estimates and similar expressions) should also be considered to be
forward-looking statements. A number of important factors could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate the
transaction, the ability of Computer Associates to successfully integrate
Netegrity's operations and employees; the ability to realize anticipated
synergies and cost savings; the emergence of new competitive initiatives
resulting from rapid technological advances or changes in pricing in the market;
market acceptance of new products and services and continued acceptance of
existing products and services; risks associated with the entry into new
markets; business conditions in the distributed systems and mainframe software
and hardware markets; uncertainty and volatility associated with Internet and
eBusiness-related activities; and the other factors described in Computer
Associates' Annual Report on Form 10-K for the year ended March 31, 2004 and its
most recent quarterly report filed with the SEC and in Netegrity's Annual Report
on Form 10-K for the year ended December 31, 2003 and its most recent quarterly
report filed with the SEC. Computer Associates and Netegrity disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this document.
LETTER TO CUSTOMERS
I would like to share with you some exciting news on how Netegrity is continuing
the company's heritage of shaping the future of identity and access management
and increasing our ability to more comprehensively solve your enterprise
security challenges.
Today, October 6, we announced that Computer Associates has entered into a
definitive agreement to acquire Netegrity. The security market is one in which
Computer Associates has made significant investment and we believe that the
combined companies would provide customers with the broadest end to end security
solution available on the market today. We believe Netegrity's heterogeneous
identity and access management solutions would extend Computer Associates'
ability to address the heterogeneous web, distributed and mainframe security
challenges facing today's largest enterprises. In addition, we believe that
Netegrity's identity and access management technology would be a key complement
to Computer Associates' eTrust line of security solutions.
By combining Netegrity's market leading technology and strong intellectual
capital with Computer Associates' significant global resources, strong presence
in the security market, and broad complement of products, we believe we can
continue to build on our tradition of providing superior products and delivering
even greater value and service to our customers.
While we won't have specific details around the integration of the companies'
organizations and products until the acquisition has been approved by the
appropriate regulatory agencies, which we anticipate will happen before the end
of this year, we can assure you that Computer Associates is looking to leverage
and further extend the Netegrity product lines which you have come to rely on.
Until the acquisition is closed, please continue to follow the current processes
for sales and technical support.
As a Netegrity customer, I value your business and believe that the combined
solution would provide significant value to help you address your future
enterprise security needs.
Sincerely,
Barry Bycoff
Chairman, President and CEO
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Netegrity plans to file with the Securities and Exchange Commission and
mail to its stockholders a Proxy Statement in connection with the transaction.
The Proxy Statement will contain important information about Computer
Associates, Netegrity, the transaction and related matters. Investors and
security holders are urged to read the Proxy Statement carefully when it is
available. Investors and security holders will be able to obtain free copies of
the Proxy Statement and other documents filed with the SEC by Computer
Associates and Netegrity through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the Proxy Statement from Netegrity by contacting Investor Relations,
Netegrity, 201 Jones Road, Waltham, MA 02451, 800-325-9870.
Computer Associates and Netegrity, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger agreement.
Information regarding Computer Associates' directors and executive officers is
contained in Computer Associates' Form 10-K for the year ended March 31, 2004
and its proxy statement dated July 28, 2004, as amended. Information regarding
Netegrity's directors and executive officers is contained in Netegrity's Form
10-K for the year ended December 31, 2004 and its proxy statement dated March
31, 2004, which are filed with the SEC. As of October 5, Netegrity's directors
and executive officers beneficially owned approximately 4.8 million shares, or
12%, of Netegrity's common stock.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between
Computer Associates and Netegrity, the expected timetable for completing the
transaction, future financial and operating results, benefits and synergies of
the transaction, future opportunities for the combined company and any other
statements about Computer Associates or Netegrity managements' future
expectations, beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates," "expects,"
estimates and similar expressions) should also be considered to be
forward-looking statements. A number of important factors could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate the
transaction, the ability of Computer Associates to successfully integrate
Netegrity's operations and employees; the ability to realize anticipated
synergies and cost savings; the emergence of new competitive initiatives
resulting from rapid technological advances or changes in pricing in the market;
market acceptance of new products and services and continued acceptance of
existing products and services; risks associated with the entry into new
markets; business conditions in the distributed systems and mainframe software
and hardware markets; uncertainty and volatility associated with Internet and
eBusiness-related activities; and the other factors described in Computer
Associates' Annual Report on Form 10-K for the year ended March 31, 2004 and its
most recent quarterly report filed with the SEC and in Netegrity's Annual Report
on Form 10-K for the year ended December 31, 2003 and its most recent quarterly
report filed with the SEC. Computer Associates and Netegrity disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this document.