0001104659-07-044659.txt : 20070601 0001104659-07-044659.hdr.sgml : 20070601 20070601154204 ACCESSION NUMBER: 0001104659-07-044659 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070601 DATE AS OF CHANGE: 20070601 GROUP MEMBERS: SOFTWARE AG GROUP MEMBERS: WIZARD ACQUISTION INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBMETHODS INC CENTRAL INDEX KEY: 0001035096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 541807654 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59069 FILM NUMBER: 07894207 BUSINESS ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD - SOUTH TOWER CITY: FAIRFAX STATE: VA ZIP: 22030 BUSINESS PHONE: 7034602500 MAIL ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD - SOUTH TOWER CITY: FAIRFAX STATE: VA ZIP: 22030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBMETHODS INC CENTRAL INDEX KEY: 0001035096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 541807654 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59069 FILM NUMBER: 07894208 BUSINESS ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD - SOUTH TOWER CITY: FAIRFAX STATE: VA ZIP: 22030 BUSINESS PHONE: 7034602500 MAIL ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD - SOUTH TOWER CITY: FAIRFAX STATE: VA ZIP: 22030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Software AG, Inc. CENTRAL INDEX KEY: 0001395078 IRS NUMBER: 540943991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: SUITE 700 STREET 2: 11700 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-391-6757 MAIL ADDRESS: STREET 1: SUITE 700 STREET 2: 11700 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 SC TO-T/A 1 a07-10508_18sctota.htm SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 7)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

WEBMETHODS, INC.
(Name of subject company (Issuer))

SOFTWARE AG
SOFTWARE AG, INC.
WIZARD ACQUISITION, INC.
(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share		94768C108
(Title of class of securities)		(CUSIP number of class of securities)

Jochen Deuse
General Counsel
Software AG
Uhlandstrasse 12
64297 Darmstadt, Germany
Telephone: (011) 49-6151-92-0

Copy to:
Peter Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation(1)		Amount of Filing Fee(2)
$519,670,874		$15,954

(1) Estimated for purposes of calculating the filing fee only. This amount is based upon an estimate of the maximum number of shares of common stock of webMethods, Inc. to be purchased pursuant to the tender offer at the tender offer price of $9.15 per share of common stock.

(2) The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of value.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$15,954	Filing Party:	Software AG, Software AG, Inc. and Wizard Acquisition, Inc.
Form of Registration No.:	Schedule TO	Date Filed:	April 18, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going private transaction subject to Rule 13e-3

x amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 7 to Tender Offer Statement on Schedule TO (this “Amendment”) is filed by Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Software AG, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Software AG USA”), and Wizard Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Software AG USA (the “Purchaser”). This Amendment relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of webMethods, Inc., a Delaware corporation (the “Company”), at $9.15 per Share, net to the seller in cash without interest, less any required withholding taxes upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 18, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Items 1 through 9 and Item 11.

Items 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The subsequent offering period of the Offer expired at 12:00 Midnight, New York City time, on Thursday, May 31, 2007. According to American Stock Transfer & Trust Company, the depositary for the Offer, 51,656,982 Shares were validly tendered in the initial and subsequent offering periods of the Offer (excluding shares that had previously been tendered pursuant to guaranteed delivery procedures and that were not actually delivered), representing approximately 90.2% of all outstanding Shares. Payment for all Shares that were tendered during the subsequent offering period will be made promptly.

The closing of the second step merger of the Purchaser with and into webMethods occurred on June 1, 2007. In connection with the Merger, each outstanding Share not tendered in the Offer (other than restricted Shares, Shares held by Parent, webMethods or any of their respective subsidiaries, or shares held by stockholders who properly perfect appraisal rights under Delaware law) has been converted into the right to receive $9.15 per Share in cash, without interest, less any required withholding taxes. webMethods is the surviving corporation in the merger and has become a wholly-owned subsidiary of Parent.

The full text of the press release issued by Software AG announcing the closing of the acquisition of webMethods is attached hereto as Exhibit (a)(5)(iii) and is incorporated herein by reference.”

Item 12. Exhibits.

(a)(1)(i)		Offer to Purchase, dated April 18, 2007.*
(a)(1)(ii)		Form of Letter of Transmittal.*
(a)(1)(iii)		Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)		Form of Summary Advertisement as published on April 18, 2007 in The Wall Street Journal.*
(a)(5)(i)		Press release issued by Software AG on May 24, 2007.*
(a)(5)(ii)		Press release issued by Software AG on May 29, 2007.*
(a)(5)(iii)		Press release issued by Software AG on June 1, 2007.
(b)(1)		Additional commitment letter of Commerzbank Aktiengesellschaft dated April 20, 2007.*
(b)(2)		Facility Agreement dated May 16, 2007.*
(d)(1)		Agreement and Plan of Merger, dated April 4, 2007, among Parent, the Purchaser and the Company (incorporated by reference to Exhibit 2.1 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).*
(d)(2)		Tender and Support Agreement, dated April 4, 2007, among Parent, the Purchaser, the Company and each shareholder party thereto (incorporated by reference to Exhibit 2.2 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).*
(d)(3)		Confidentiality Agreement, dated January 30, 2007, by and between Parent and the Company.*
(d)(4)		Amendment to Confidentiality Agreement, dated March 5, 2007, by and between Parent and the Company.*
(g)		None.
(h)		None.

* Previously Filed.

Item 13. Information Required by Schedule 13 E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 1, 2007

	SOFTWARE AG

By:	/s/ Jochen Deuse	/s/ Markus Lehnert
	Jochen Deuse	Markus Lehnert
	General Counsel	VP Mergers & Acquisitions

EX-99.(A)(5)(III) 2 a07-10508_18ex99da5iii.htm EX-99.(A)(5)(III)

Exhibit (a)(5)(iii)

AD HOC DISCLOSURE ACCORDING TO §15 WPHG

Software AG Increases Revenue and
Earnings per Share Forecast for 2007
Following the
Acquisition of webMethods

Darmstadt, Germany — June 1, 2007 — Software AG (TecDAX, ISIN DE 0003304002 / SOW), today announced that it has successfully completed its tender offer for webMethods, Inc. (NASDAQ: WEBM). The subsequent offering period for the offer expired at 12:00 midnight, New York City time, on Thursday May 31, 2007.

Software AG also announced that it expects the closing of the second and final step of its acquisition of webMethods will occur later today. After the closing, webMethods will be a wholly-owned indirect subsidiary of Software AG.

As a consequence of the fast closing of the acquisition of the entire company the Executive Board has revised the forecast for the financial year 2007. The new guidance now envisions an increase in revenue (net of currency effects) of 30 to 35% (previously 14%) and earnings per share between EUR 3.10 and 3.25 (previously between EUR 3.00 and 3.20). Despite the acquisition related cost the company expects to achieve an EBIT margin of 22% (previously 24%).

International Conference Call/Webcast Information (in englischer Sprache)

There will be an analyst and investor conference call conducted by both management teams to discuss today at 15:00 a.m. CEST/ 9 a.m. EST. This call is open to journalists. To participate in the conference call, US callers can dial +1(888) 457-4228 877, callers from Great Britain dial +44(800) 358-0886 and for caller from Germany please dial +49(800) 101-2072. A live web cast of the conference call will also be available at www.softwareag.com for those unable to attend the live session.

Contact for Software AG:

Otmar F. Winzig
Vice President Investor Relations
press@softwareag.com
Phone +49 (0) 6151-92-1699
Fax +49 (0) 6151-92-1191

Norbert Eder
Vice President Corporation Communications
press@softwareag.com
Phone +49 (0) 6151-92-1146
Fax +49 (0) 6151-92-1444

Software AG | Uhlandstraße 12 | 64297 Darmstadt | Germany

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