-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NKxtk2KVAYwOxuL1LqZwVnuvXaYC3PREqf01wB8cbyA7XFbuEPu9X6S/yQv0nGLP ks7OEKy7RjP3qKW8I3fNwA== 0000950149-01-500478.txt : 20010416 0000950149-01-500478.hdr.sgml : 20010416 ACCESSION NUMBER: 0000950149-01-500478 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ERA OF NETWORKS INC CENTRAL INDEX KEY: 0001028339 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 841234845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-22043 FILM NUMBER: 1601296 BUSINESS ADDRESS: STREET 1: 6550 GREENWOOD PLAZA BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3036943933 MAIL ADDRESS: STREET 1: 6550 GREENWOOD PLAZA BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYBASE INC CENTRAL INDEX KEY: 0000768262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942951005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5109223500 MAIL ADDRESS: STREET 1: 6475 CHRISTIE AVE STREET 2: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 425 1 f71293be425.txt RULE 425 FILING 1 Filed by Sybase, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: New Era of Networks, Inc. Commission File No. 000-22043 FOR PRESS INQUIRIES CONTACT: Paula Dunn Sybase, Inc. 510/922-8750 415/577-4123 (cell) paula.dunn@sybase.com Lesley Pearl The Weber Group, for Sybase, Inc. 415/616-6145 415/596-6759 (cell) lpearl@ca.webergroup.com FOR FINANCIAL INQUIRIES CONTACT: John Cummings Sybase Investor Relations (510) 922-8797 john.cummings@sybase.com SYBASE ANNOUNCES SUBSEQUENT OFFERING PERIOD IN NEON EXCHANGE OFFER E-BUSINESS LEADER NOW HOLDS MAJORITY OF NEON STOCK SYNOPSIS: - - Sybase now holds the majority of NEON stock with 75.39 percent ownership - - Sybase will provide a subsequent offer period of ten business days in its NEON exchange offer - - Offer continues at 0.3878 of a share of Sybase common stock for each share of NEON common stock - - The combination of NEON, a leading application integration company, with Sybase, a leading innovator of e-Business solutions, fuels Sybase's e-Business infrastructure strategy EMERYVILLE, CA - APRIL 12, 2001 - Sybase, Inc., (NASDAQ: SYBS) today announced that it, through a subsidiary, will provide a subsequent offering period of ten business days in its exchange offer of 0.3878 of a share of Sybase common stock for each outstanding share of New Era of Networks, Inc. (NASDAQ: NEON), the same consideration as in the initial offering period. The subsequent offering period begins Thursday, April 12, 2001 at 9:00 a.m. New York City time and expires at 12:00 midnight New York City time on Thursday, April 26, 2001. The subsequent offering period is intended to allow NEON stockholders 2 additional time to tender their shares and to allow Sybase to complete its acquisition of at least 90 percent of the outstanding shares of NEON common stock. The offer initially expired at 12:00 midnight New York City time, on April 11, 2001. To date, 24,666,134 shares of NEON common stock have been tendered, representing approximately 66.84 percent of the outstanding shares of NEON common stock, giving Sybase majority stock ownership. Notices of Guaranteed Delivery have been submitted for another 3,158,486 shares, which if delivered, would account for a total of approximately 8.56 percent of the outstanding shares of NEON common stock. Following successful completion of the exchange offer, Sybase intends for NEON to become a wholly-owned subsidiary. The acquisition is intended to significantly advance Sybase's strategy to provide the most advanced, complete, integrated e-Business solutions for doing business on the Web. The acquisition of NEON is also expected to build on Sybase's strength as a global supplier of software solutions for all enterprises. ABOUT SYBASE, INC. Sybase provides enterprise-class software solutions that fuel e-business and enable access to information anytime, anyplace. With its industry-leading Enterprise Portal, mobile and wireless and vertical market solutions, Sybase is one of the largest global independent software companies in the world. For more information, visit the Sybase web site: www.sybase.com. ABOUT NEW ERA OF NETWORKS, INC. NEON enables e-Business with a suite of products designed to overcome the inherent "language barriers" of a company's various applications, systems, platforms, and protocols. By allowing these disparate operations to share information and "talk" with one another - as well as the Internet-businesses can automate end-to-end processes seamlessly, profiting from Internet speed and increased volume. For more information, visit the NEON web site: www.neonsoft.com. FORWARD LOOKING STATEMENT: The above news release contains forward-looking statements regarding the combination of Sybase and NEON, Sybase's strategy regarding the acquisition of NEON and the completion of the exchange offer. These statements involve risks and uncertainties. Actual results may not be realized, or may vary materially from results that may be discussed in these forward-looking statements. Factors that may affect actual results include the risks inherent in completing the acquisition of NEON on a timely basis, if at all, the successful integration of NEON into Sybase's business, the, timely development and market acceptance of the products and services of the combined companies, Sybase's ability to remain competitive in a highly competitive and rapidly changing marketplace, and the other risks detailed from time to time in each company's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, Sybase's report on Form 10-K for the fiscal year ended December 31, 2000. 3 ADDITIONAL INFORMATION: We urge investors and security holders to read the following documents, including any amendments that may be made to them, because they will contain important information about Sybase, NEON, the proposed acquisition and related matters: - - Sybase's preliminary prospectus, prospectus supplements, final prospectus, and tender offer materials. - - Sybase's Registration Statement on Form S-4 and Schedule TO containing or incorporating by reference such documents and other information. - - NEON's Solicitation/Recommendation Statement on Schedule 14D-9. These documents and amendments to these documents have or will be filed with the U.S. Securities and Exchange Commission. In addition to these documents, Sybase and NEON file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements and other information filed by Sybase and NEON at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 800-SEC-0330 for further information on public reference rooms. Sybase's and NEON's filings with the SEC are also available to the public from commercial document-retrieval services and the Web site maintained by the SEC at http://www.sec.gov. You may also obtain for free each of these documents (when available) from Sybase's information agent, Corporate Investor Communications, Inc., 111 Commerce Road, Carlstadt, New Jersey 07072, toll-free at 866-241-2788. # # # # -----END PRIVACY-ENHANCED MESSAGE-----