3. Business Combinations

Acquisitions in Fiscal Year 2011

Nimbus Partners Limited

On August 30, 2011, TIBCO International Holdings B.V., an indirect wholly-owned subsidiary of us, acquired Nimbus Partners Limited ("Nimbus"), a private company organized under the laws of England and Wales and a provider of business process discovery and analysis applications that help companies drive adoption of business process initiatives. We paid $42.0 million of cash to acquire the outstanding equity of Nimbus. We have also incurred $1.0 million of acquisition related and other expenses associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of Nimbus. We are currently evaluating the purchase price allocation following consummation of the transaction.

The preliminary allocation of the purchase price for the Nimbus acquisition, as of the date of the acquisition, is as follows (in thousands):


Cash	$	971
Accounts receivable (approximate contractual value)		3,634
Other assets		763
Identifiable intangible assets		19,800
Goodwill		27,117
Liabilities		(6,693	)
Deferred income tax liabilities, net		(3,592	)

Total preliminary purchase price	$	42,000

The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets (in thousands, except amortization period):


	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	13,900		5.0 years
Subscriber base		1,200		5.0 years
Customer base		700		5.0 years
Maintenance agreements		3,100		7.0 years
Trademarks		900		5.0 years

	$	19,800		5.3 years

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that none of the goodwill recorded in connection with the Nimbus acquisition will be deductible for income tax purposes.

LoyaltyLab, Inc.

On December 7, 2010, we acquired LoyaltyLab, Inc. ("Loyalty Lab"), a private company incorporated in Delaware. Loyalty Lab is a provider of loyalty management solutions allowing marketers to manage loyalty programs from their desktop. This acquisition provides us international presence in the customer loyalty market. We paid $23.5 million in cash to acquire all of the outstanding shares of capital stock of Loyalty Lab. In the fourth quarter of fiscal year 2011, we recorded a decrease in goodwill of $0.4 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.4 million of acquisition related and other expenses associated with the acquisition. As a result of the acquisition, we assumed facility leases and certain liabilities and commitments of Loyalty Lab.

The allocation of the purchase price for the Loyalty Lab acquisition is as follows (in thousands):


Cash	$	905
Accounts receivable (approximate contractual value)		5,118
Deferred income tax assets, net		3,758
Other assets		729
Identifiable intangible assets		6,600
Goodwill		11,966
Liabilities		(5,590	)

Total preliminary purchase price	$	23,486


	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	2,000		5.0 years
Customer base		4,100		5.0 years
Trademarks		500		5.0 years

	$	6,600		5.0 years

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. None of the goodwill recorded in connection with the Loyalty Lab acquisition will be deductible for income tax purposes.

Acquisitions in Fiscal Year 2010

OpenSpirit Corporation

On September 22, 2010, we acquired OpenSpirit Corporation ("OpenSpirit"), a private company incorporated in Delaware. OpenSpirit is a provider of data and application integration solutions for the exploration and production segment of the global oil and gas market. OpenSpirit's vendor-neutral approach is designed to enable companies to pursue an architectural model to both better leverage legacy investments and exploit new technologies which reduce the time and risk associated with decision making. We paid $18.4 million in cash to acquire all of the outstanding shares of capital stock of OpenSpirit. In the first quarter of fiscal year 2011, we recorded a decrease in goodwill of $0.2 million net of tax as a result of the adjustment of certain accrued liabilities. In the third quarter of fiscal year 2011, we recorded a decrease in goodwill of $0.5 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.5 million of acquisition related and other expenses associated with the acquisition.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. None of the goodwill recorded in connection with the OpenSpirit acquisition will be deductible for income tax purposes.

Proginet Corporation

On September 15, 2010, we acquired Proginet Corporation ("Proginet"), a public company incorporated in Delaware. Proginet is a provider of managed file transfer solutions. This acquisition augments our broader software infrastructure offerings and we believe it will help customers across industries more efficiently manage the information and processes that run their business. We paid $22.0 million in cash to acquire all of the outstanding shares of capital stock of Proginet. In the third quarter of fiscal year 2011, we recorded an increase in goodwill of $0.2 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.6 million of acquisition related and other expenses associated with the acquisition.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. None of the goodwill recorded in connection with the Proginet acquisition will be deductible for income tax purposes.

Kabira Technologies, Inc.

On April 20, 2010, we acquired Kabira Technologies, Inc. ("Kabira"), a private company incorporated in Delaware and a provider of high performance transaction processing software solutions for communications service providers globally. Kabira's products and solutions support key infrastructure capabilities such as subscriber provisioning, value-based charging, and mobile payments. Its in-memory approach to supporting transactions complements our abilities in handling events and adds to our broader suite of in-memory infrastructure software products. We paid $3.9 million of cash to acquire all of the outstanding equity of Kabira. In the first quarter of fiscal year 2011, we recorded an increase in goodwill of $0.5 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.5 million of acquisition related and other expenses associated with the acquisition.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that $1.3 million of the goodwill recorded in connection with the Kabira acquisition will be deductible for income tax purposes.

Netrics.com, Inc.

On March 8, 2010, we acquired Netrics.com, Inc. ("Netrics"), a private company incorporated in Delaware and a provider of data quality software and services. Netrics' in-memory-based approach to pattern matching and detection complements our core integration and business optimization offerings and adds to our broader suite of in-memory infrastructure software products. We paid $10.5 million of cash to acquire all of the outstanding equity of Netrics. We have also incurred $0.4 million of acquisition related and other expenses associated with the acquisition.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. None of the goodwill recorded in connection with the Netrics acquisition will be deductible for income tax purposes.

Foresight Corporation

On December 31, 2009, we acquired Foresight Corporation ("Foresight"), a private company incorporated in Delaware and a provider of Electronic Data Interchange ("EDI") productivity tools and transaction automation solutions. Foresight's products connect partners and validate transactions, reducing administrative inefficiencies, and addressing mandates. Foresight also expands our expertise in the healthcare and EDI markets, where its ability to support and validate transactions across a range of standards complements our core business-to-business abilities. We paid $30.0 million of cash to acquire all of the outstanding equity of Foresight. In the fourth quarter of fiscal year 2010, we recorded a decrease in goodwill of $1.1 million net of tax as a result of the adjustment of certain accrued liabilities. We have also incurred $0.8 million of acquisition related and other expenses associated with the acquisition.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. None of the goodwill recorded in connection with the Foresight acquisition will be deductible for income tax purposes.

Acquisition in Fiscal Year 2009

DataSynapse, Inc.

On August 21, 2009, we acquired DataSynapse, Inc., a Delaware corporation ("DataSynapse") and a provider of enterprise grid and cloud computing software. DataSynapse products provision and manage applications across physical, virtual and cloud-based environments. Customer benefits include improved utilization of data center resources, lower IT capital expenditures, reduced time to deployment of enterprise applications, and increased performance of mission-critical systems. The acquisition complements TIBCO's strategy and products for distributed software infrastructure and cloud computing. We paid $27.7 million of cash to acquire the outstanding shares of capital stock of DataSynapse. In connection with the acquisition, we have also incurred transaction costs of approximately $0.8 million. The total purchase price of DataSynapse, including transaction costs, was $28.5 million.

Pro Forma Adjusted Summary (unaudited)

The results of Nimbus, Loyalty Lab, OpenSpirit, Proginet, Kabira, Netrics and Foresight's operations have been included in the Consolidated Financial Statements since their respective acquisition dates. The following unaudited pro forma adjusted summary reflects TIBCO's condensed results of operations for the periods ended November 30, 2011 and 2010, respectively. The summary assumes Nimbus, Loyalty Lab, OpenSpirit, Proginet, Kabira, Netrics, and Foresight had been acquired at the beginning of fiscal year 2010. These acquisitions were collectively significant for the purposes of unaudited pro forma financial information disclosure.

The unaudited pro forma financial information for fiscal year 2011 combines the historical results of TIBCO for the year ended November 30, 2011 and the historical results of Nimbus for the nine months ended August 29, 2011 and the effects of the pro forma adjustments. The unaudited pro forma financial information for fiscal year 2010 combines the historical results of TIBCO for fiscal year 2010, the twelve months historical results of Nimbus and Loyalty Lab, and the historical results of OpenSpirit, Proginet, Kabira, Netrics, and Foresight based upon their respective previous reporting periods and the dates these companies were acquired by us.

The following unaudited pro forma adjusted summary is for informational purposes only and is not intended to be indicative of future results of operations or whether similar results would have been achieved if the acquisitions had taken place at the beginning of fiscal year 2010 (in thousands, except per share amounts):


	Year Ended November 30,
	2011		2010
	(Unaudited)
Pro forma adjusted total revenue	$	933,720	$	803,008

Pro forma adjusted net income attributable to TIBCO Software Inc.	$	109,699	$	69,449

Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic	$	0.68	$	0.43

Diluted	$	0.63	$	0.41