PREM14A

You are cordially invited to attend a special meeting of the stockholders of BMC Software, Inc., a Delaware corporation (“BMC,” the “Company,” “we,” “our” or “us”) which we will hold at [—], on [—], 2013, at [—], local time.

At the special meeting, holders of our common stock, par value $0.01 per share (“common stock”), will be asked to consider and vote on a proposal to adopt an Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”), dated as of May 6, 2013, by and among the Company, Boxer Parent Company Inc., a Delaware corporation (“Parent”), and Boxer Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), and each share of common stock outstanding at the effective time of the merger (other than shares owned by the Company, any direct or indirect subsidiary of the Company, Parent, Merger Sub and holders who are entitled to and properly exercise appraisal rights under Delaware law) will be canceled and converted into the right to receive $46.25 in cash, without interest and less any applicable withholding taxes.

The board of directors of the Company (the “board”), with Mr. Carl James Schaper having recused himself, has unanimously approved the merger agreement and determined that the merger agreement is advisable, fair to and in the best interests of the Company and its stockholders. The board (with Mr. Schaper recusing himself) unanimously recommends that the stockholders of the Company vote “FOR” the proposal to adopt the merger agreement. The board unanimously (with Mr. Schaper recusing himself) recommends that the stockholders of the Company vote “FOR” the advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger.

The enclosed proxy statement describes the merger agreement, the merger and related agreements and provides specific information concerning the special meeting. In addition, you may obtain information about us from documents filed with the Securities and Exchange Commission (the “SEC”). We urge you to, and you should, read the entire proxy statement carefully, including the appendices, as it sets forth the details of the merger agreement and other important information related to the merger.

Your vote is very important. The merger cannot be completed unless holders of a majority of the outstanding shares of common stock vote in favor of the adoption of the merger agreement. If you fail to vote on the adoption of the merger agreement, the effect will be the same as a vote against the adoption of the merger agreement.

While stockholders may exercise their right to vote their shares in person, we recognize that many stockholders may not be able to attend the special meeting. Accordingly, we have enclosed a proxy that will enable your shares to be voted on the matters to be considered at the special meeting even if you are unable to attend. If you desire your shares to be voted in accordance with the board’s recommendation, you need only sign, date and return the proxy in the enclosed postage-paid envelope. Otherwise, please mark the proxy to indicate your voting instructions; date and sign the proxy; and return it in the enclosed postage-paid envelope. You also may submit a

proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services. Submitting a proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting against the proposal to adopt the merger agreement.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, D.F. King & Co., Inc., toll free at 1-800-269-6427.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated [—], 2013 and is first being mailed to stockholders on or about [—], 2013.

NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of BMC Software, Inc., a Delaware corporation (“BMC,” the “Company,” “we,” “our” or “us”), will be held at [—], at [—] local time on [—], 2013, for the following purposes:

The holders of record of our common stock, par value $0.01 per share (“common stock”), at the close of business on [—], 2013, are entitled to notice of and to vote at the special meeting or at any adjournment thereof. All stockholders of record are cordially invited to attend the special meeting in person.

Your vote is important, regardless of the number of shares of common stock you own. The adoption of the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of common stock is a condition to the consummation of the merger. The advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger and the proposal to adjourn the special meeting to solicit additional proxies, if necessary or appropriate, each requires the affirmative vote of holders of a majority of the shares of common stock present at the meeting and entitled to vote thereon. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy and thus ensure that your shares will be represented at the special meeting if you are unable to attend.

You also may submit your proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the adoption of the merger agreement and the advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger and the proposal to adjourn the special meeting to solicit additional proxies, if necessary or appropriate. If you fail to vote or submit your proxy, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement, but will not affect the advisory vote to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger and the vote regarding the adjournment of the special meeting to solicit additional proxies, if necessary or appropriate.

Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, you may revoke your proxy by attending the meeting and voting in person.

SUMMARY

This Summary discusses the material information contained in this proxy statement, including with respect to the merger agreement, the merger and the other agreements entered into in connection with the merger. We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement, as this Summary may not contain all of the information that may be important to you. The items in this Summary include page references directing you to a more complete description of that topic in this proxy statement.

The Companies (page 19)

BMC Software, Inc.

BMC Software, Inc., referred to as “BMC,” the “Company,” “we,” “our,” or “us,” is a Delaware corporation. BMC is one of the world’s largest software companies. BMC provides IT management solutions for large, mid-sized and small enterprises and public sector organizations around the world. See “The Companies—BMC Software, Inc.” on page 19.

Additional information about BMC is contained in its public filings, which are incorporated by reference herein. See “Where You Can Find Additional Information” on page 114.

Boxer Parent Company Inc. and Boxer Merger Sub Inc.

Boxer Parent Company Inc., referred to as “Parent,” is a Delaware corporation formed by affiliates of investment funds advised by Bain Capital, LLC, Golden Gate Private Equity, Inc. and Insight Venture Management, LLC, and Westhorpe Investment Pte Ltd (these entities are collectively referred to as the “Buyer Group”). Boxer Merger Sub Inc., referred to as “Merger Sub,” is a Delaware corporation and a wholly owned subsidiary of Parent. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, and have not engaged in any business except for activities incidental to their formation and as contemplated by the merger agreement. See “The Companies—Boxer Parent Company Inc. and Boxer Merger Sub Inc.” on page 19.

The Merger Proposal (page 25)

You will be asked to consider and vote upon the proposal to adopt the Agreement and Plan of Merger, dated as of May 6, 2013, by and among the Company, Parent and Merger Sub, which, as it may be amended from time to time, is referred to as the “merger agreement.” The merger agreement provides that at the effective time of the merger, Merger Sub will be merged with and into the Company, and each outstanding share of common stock, par value $0.01 per share, of the Company, referred to herein as the “common stock,” other than shares owned by the Company (or any direct or indirect subsidiary of the Company), Parent and Merger Sub and holders who are entitled to and properly exercise appraisal rights under Delaware law, will be converted into the right to receive $46.25 in cash, without interest and less any applicable withholding taxes.

The Company will therefore become a privately held company, wholly owned by Parent. Parent will be owned by affiliates of the Buyer Group.

The Special Meeting (Page 21)

The special meeting will be held at [—], on [—], 2013, at [—] local time.

Record Date and Quorum (Page 21)

The holders of record of the common stock as of the close of business on [—], 2013 (the record date for determination of stockholders entitled to notice of and to vote at the special meeting), are entitled to receive notice of and to vote at the special meeting.

Required Vote for the Merger (Page 22)

For the Company to complete the merger, under Delaware law, stockholders holding at least a majority of the shares of common stock outstanding at the close of business on the record date must vote “FOR” the proposal to adopt the merger agreement. In addition, under the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. A failure to vote your shares of common stock, an abstention from voting or a broker non-vote will have the same effect as a vote against the proposal to adopt the merger agreement.

As of the record date, there were [—] shares of common stock outstanding.

Voting Agreement (Page 67)

On May 4, 2013, the Company entered into a voting agreement (the “voting agreement”) with Parent and two of the Company’s stockholders, Elliott Associates, L.P. and Elliott International, L.P. (together referred to herein as “Elliott”), which collectively hold approximately 9.6% of the common stock of the Company. Under the voting agreement, Elliott has agreed, among other things, that during the period ending on the earliest to occur of (i) the time the Company’s stockholders have adopted the merger agreement, (ii) the termination of the merger agreement in accordance with its terms or (iii) such time as the board of directors of the Company (the “board”) withdraws (or qualifies or modifies in a manner adverse to Parent) its recommendation of the Merger solely in respect of an intervening event (as defined below under “The Merger Agreement—Other Covenants and Agreements—Alternative Proposals; No Solicitation), Elliott will vote its shares in favor of the adoption of the merger agreement, and against, among other things, any alternative proposal or other action in opposition to or competition with the merger agreement and any other proposal that would reasonably be expected to prevent, nullify, materially impede, interfere with, frustrate, delay, postpone, discourage or adversely affect the timely consummation of the merger or the other transactions contemplated by the merger agreement.

Conditions to the Merger (Page 96)

Each party’s obligation to complete the merger is subject to the satisfaction or waiver of the following conditions:

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the adoption of the merger agreement by the required vote of the stockholders;

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the absence of any order or law that prohibits, makes illegal or otherwise restrains the consummation of the merger; and

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(i) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, referred to herein as the “HSR Act,” (ii) the issuance of a decision by the European Commission pursuant to the Council Regulation (EC) 139/2004 of the European Union, referred to herein as the “EC Merger Regulation,” declaring the transactions contemplated by the merger agreement compatible with the common market, (iii) the expiration of any applicable waiting period or receipt of any approval required under the Anti-Monopoly Law of the

People’s Republic of China, (iv) the expiration of any applicable waiting period or receipt of any approval required under the Competition Act of South Africa and (v) if the parties determine it is required, the expiration of any applicable waiting period or receipt of any approval required under the Brazilian Competition Act (the foregoing conditions are referred to herein as the “antitrust/competition approvals condition”).

The respective obligations of Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of the following additional conditions:

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the accuracy of the representations and warranties of the Company (subject in certain cases to certain materiality, material adverse effect and other qualifications);

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the Company’s performance of and compliance with its obligations and covenants under the merger agreement in all material respects;

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the Company having available funds in the U.S. in an amount equal to or greater than the funding amount (as defined below under “The Merger Agreement—Conditions to the Merger”) on the closing date (the foregoing condition is referred to herein as the “available funds condition”);

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the delivery of an officer’s certificate by the Company certifying that the above conditions have been satisfied; and

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the issuance by the Committee on Foreign Investment in the United States (“CFIUS”) of a written notification that it has concluded a review of the notification voluntarily provided pursuant to the U.S. Defense Production Act of 1950, as amended (the “Defense Production Act”), and determined not to conduct a full investigation of the transactions contemplated by the merger agreement or, if a full investigation is deemed to be required, notification that the U.S. government will not take action to prevent the transactions contemplated by the merger agreement from being consummated (the foregoing condition is referred to herein as the “CFIUS approval condition”).

The obligation of the Company to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

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the accuracy of the representations and warranties of Parent and Merger Sub (subject in certain cases to certain materiality, knowledge and other qualifications);

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Parent’s and Merger Sub’s performance of and compliance with their obligations and covenants under the merger agreement in all material respects; and

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the delivery of an officer’s certificate by Parent certifying that the above conditions have been satisfied.

When the Merger Becomes Effective (Page 78)

We anticipate completing the merger in the third calendar quarter of 2013, subject to the adoption of the merger agreement by the Company’s stockholders as specified herein and the satisfaction of the other closing conditions.

Reasons for the Merger; Recommendation of the Company’s Board of Directors (Pages 38 and 41)

The board (with Mr. Carl James Schaper recusing himself) unanimously recommends that the stockholders of the Company vote “FOR” the proposal to adopt the merger agreement. For a description of the reasons considered by the board in deciding to recommend approval of the proposal to adopt the merger agreement, see “The Merger (Proposal 1)—Reasons for the Merger” beginning on page 38.

Opinion of BoA Merrill Lynch (Page 41 and Annex B)

In connection with the merger, Merrill Lynch, Pierce, Fenner & Smith Incorporated (referred to herein as “BofA Merrill Lynch”), one of the Company’s financial advisors, delivered to the board a written opinion, dated May 3, 2013, as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by holders of the common stock.

The full text of the written opinion, dated May 3, 2013, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to the board (in its capacity as such) for the benefit and use of the board in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

Opinion of Morgan Stanley (Page 50 and Annex C)

Morgan Stanley & Co. LLC (referred to herein as “Morgan Stanley”) was retained by the board to act as one of its financial advisors in connection with the proposed merger. The board selected Morgan Stanley to act as one of its financial advisors based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the business and affairs of the Company. On May 3, 2013, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the board that, as of that date, and based upon and subject to the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the $46.25 per share merger consideration to be received by holders of shares of common stock (other than holders that are, or are affiliates of, investors or persons that have committed to, or will commit to, become investors directly or indirectly in Parent or any of Parent’s direct or indirect subsidiaries, including the Company), which we refer to as the “holders,” pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of Morgan Stanley’s written opinion to the board, dated May 3, 2013, is attached as Annex C to this proxy statement. Holders of common stock should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was addressed to, and provided for the information of, the board in connection with their evaluation of whether the merger consideration to be received by holders pursuant to the merger agreement as of the date of the opinion was fair, from a financial point of view, to such holders and did not address any other aspects or implications of the merger. The opinion does not constitute advice or a recommendation as to how such security holder should vote at any shareholders’ meeting to be held in connection with the merger or take any other action with respect to the merger.

Certain Effects of the Merger (Page 25)

If the conditions to the closing of the merger are either satisfied or, to the extent permitted, waived, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation in the merger, with all of its rights, privileges, immunities, powers and franchises continuing unaffected by the merger. Upon completion of the merger, shares of common stock, other than shares owned by the Company (or any direct or indirect subsidiary of

the Company), Parent, Merger Sub and holders who are entitled to and properly exercise appraisal rights under Delaware law, will be converted into the right to receive $46.25 per share, without interest and less any applicable withholding taxes. Following the completion of the merger, the common stock will no longer be publicly traded, and the Company’s existing stockholders will cease to have any ownership interest in the Company.

Treatment of Company Stock Options and Company and Other Stock Based Awards (Page 79)

Company Stock Options. Each option to purchase shares of common stock (which options are referred to as “Company stock options”), whether vested or unvested, that is outstanding immediately prior to the effective time of the merger, will be converted into the right to receive an amount in cash equal to the product of (a) the total number of shares of common stock subject to such Company stock option and (b) the excess, if any, of $46.25 over the exercise price per share of common stock subject to such Company stock option, less such amounts as are required to be withheld or deducted under applicable tax provisions.

Company RSU Awards. Awards of restricted stock units with respect to shares of common stock (which awards are referred to as “Company RSU awards”) that are outstanding immediately prior to the effective time of the merger, will be treated as follows:

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Each Company RSU award held by an employee at the level of Senior Vice President or above or by a member of the board will vest fully as of the effective time of the merger with respect to the full number of shares subject to the Company RSU award and be converted into the right to receive an amount in cash equal to $46.25 multiplied by the number of shares of common stock subject to the award (net of applicable withholding), determined in the case of performance-based market stock unit awards by applying a 100% (target) vesting percentage.

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For each Company RSU award held by an employee below the level of Senior Vice President, any portion of the award that is scheduled to vest on or prior to the first anniversary of the effective time of the merger will vest as of the effective time of the merger and be converted into the right to receive an amount in cash equal to $46.25 multiplied by the number of shares of common stock subject to such portion of the award (net of applicable withholding). Any portion of the award that is scheduled to vest after the first anniversary of the effective time of the merger will be converted into an award (a “converted award”) representing a right to receive an amount in cash equal to the merger consideration of $46.25 per share, without interest, multiplied by the number of shares of common stock subject to that portion of the award. Each converted award will continue to vest and be settled in cash in accordance with the terms of the original award, except that (i) instead of the original vesting date, each portion of a converted award will instead vest on the date that is one year prior to the vesting date specified in the applicable award agreement, and (ii) the vesting of the converted award will accelerate fully if an award holder’s employment is terminated without cause or in other circumstances entitling the award holder to severance benefits.

Interests of the Company’s Directors and Executive Officers in the Merger (Page 68)

In considering the recommendation of the board with respect to the merger agreement, you should be aware that some of the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of the Company’s stockholders generally. Interests of officers and directors that may be different from or in addition to the interests of the Company’s stockholders include:

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The merger agreement provides for the vesting and cash-out of all Company stock options and for partial or full acceleration of the vesting of all Company RSU awards.

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The Company’s executive officers are parties to employment agreements with the Company that provide for severance benefits in the event of certain qualifying terminations of employment in connection with or following the merger.

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Following the merger, the Company’s executive officers are expected to retain their positions with the surviving corporation.

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The Company’s directors and executive officers are entitled to continued indemnification and insurance coverage under indemnification agreements and the merger agreement.

These interests are discussed in more detail in the section entitled “The Merger (Proposal 1)—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 68. The board was aware of the different or additional interests set forth herein and considered such interests along with other matters in approving the merger agreement and the transactions contemplated thereby, including the merger.

Financing (Page 65)

The Company and Parent estimate that the total amount of funds required to complete the merger and related transactions and pay related fees and expenses will be approximately $8.7 billion. Parent expects this amount to be funded through a combination of the following:

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debt financing in an aggregate principal amount of up to approximately $6.23 billion. See “The Merger (Proposal 1)—Financing—Debt Financing” beginning on page 66;

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cash equity investments by Bain Capital Fund X, L.P., Golden Gate Capital Opportunity Fund, L.P., Westhorpe Investment Pte Ltd, Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners VII (Co-Investors), L.P., Insight Venture Partners (Delaware) VII, L.P. and Insight Venture Partners Coinvestment Fund II, L.P. (collectively referred to herein as the “Investors/Guarantors”) in an aggregate amount up to approximately $1.25 billion. See “The Merger (Proposal 1)—Financing—Equity Financing” beginning on page 66;

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at least approximately $1.4 billion of available cash on hand at the Company and its subsidiaries in a U.S. bank account; and

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The consummation of the merger is not subject to any financing condition (although funding of the debt and equity financing is subject to the satisfaction of the conditions set forth in the commitment letters under which the financing will be provided).

Limited Guarantees (Page 67)

Each of the Investors/Guarantors has executed a limited guarantee in favor of the Company pursuant to which each Investor/Guarantor has agreed, subject to the terms and conditions of the limited guarantee, to guarantee, on a several basis, the payment of its applicable percentage of Parent’s obligation to pay the Parent termination fee and certain expense reimbursement that may be payable by Parent under the merger agreement, subject to a cap equal to its applicable percentage of the sum of the Parent termination fee plus $10 million (less its applicable percentage of the amount of such obligations actually satisfied by Parent or Merger Sub), if and when due pursuant to the merger agreement. See “The Merger (Proposal 1)—Limited Guarantees” beginning on page 67.

Material U.S. Federal Income Tax Consequences of the Merger (Page 72)

If you are a U.S. holder, the receipt of cash in exchange for shares of common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

Regulatory Approvals (Page 74)

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and the Federal Trade Commission (“FTC”) and all statutory waiting period requirements have been satisfied. On May 15, 2013, both the Company and Parent filed their respective Notification and Report Forms with the Antitrust Division and the FTC.

The merger is also conditioned on (i) the European Commission issuing a decision pursuant to the EC Merger Regulation declaring the transactions contemplated by the merger agreement compatible with the common market, (ii) the expiration of any applicable waiting period or receipt of any approval required under the Anti-Monopoly Law of the People’s Republic of China, (iii) the expiration of any applicable waiting period or receipt of any approval required under the Competition Act of South Africa and (iv) if the parties determine it is required, the expiration of any applicable waiting period or receipt of any approval required under the Brazilian Competition Act. On May 14, 2013, an initial draft notification to staff of the European Commission was submitted. On May 21, 2013, a notification to the antitrust authorities in South Africa was submitted. On May 22, 2013, an initial draft notification to staff of the Ministry of Commerce in China was submitted. Also on May 22, 2013, a notification to the antitrust authorities in Brazil was submitted.

The merger is also conditioned on the issuance by CFIUS of a written notification to the parties to the merger agreement that it has concluded a review of the notification voluntarily provided pursuant to the Defense Production Act, and determined not to conduct a full investigation of the transactions contemplated by the merger agreement or, if a full investigation is deemed to be required, notification that the U.S. government will not take action to prevent the transactions contemplated by the merger agreement from being consummated.

Litigation (Page 75)

The outcome of these lawsuits is uncertain. An adverse monetary judgment could have a material adverse effect on the operations and liquidity of the Company, a preliminary injunction could delay or jeopardize the completion of the merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the merger. The Company believes these lawsuits are meritless.

Rights of Appraisal (Page 108 and Annex D)

Under Delaware law, holders of our common stock who do not vote in favor of the adoption of the merger agreement, who properly demand appraisal of their shares of common stock and who otherwise comply with the requirements of Section 262 of the General Corporation Law of the State of Delaware, referred to as the “DGCL,” will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of common stock in lieu of receiving the merger consideration if the merger is completed, but only if they comply with all applicable requirements of the DGCL. This value could be more than, the same as, or less than the merger consideration. Any holder of common stock intending to exercise appraisal rights, among other things, must deliver a written demand for appraisal to us prior to the vote on the proposal to adopt the merger agreement and must not vote in favor of the proposal to adopt the merger agreement and must otherwise strictly comply with all of the procedures required by Delaware law. The relevant provisions of the DGCL are included as Annex D to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in loss of the right of appraisal.

Alternative Proposals; No Solicitation (Page 85)

Pursuant to the merger agreement, until 11:59 p.m., New York time, on June 5, 2013, the Company and its subsidiaries, and their respective representatives, are permitted to:

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solicit, initiate or encourage any inquiry or the making of any proposal or offer that constitutes an alternative proposal (as defined below under “The Merger Agreement—Other Covenants and Agreements—Alternative Proposals; No Solicitation), including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its subsidiaries pursuant to confidentiality agreements meeting certain requirements (provided that the Company must promptly (and in any event within 48 hours) make available to Parent any non-public information concerning the Company and its subsidiaries provided to third parties that was not previously made available to Parent); and

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engage in, enter into, continue or otherwise participate in any discussions or negotiations with any person or group of persons with respect to any alternative proposals, and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any alternative proposal.

Except as may relate to any excluded party (as defined below under “The Merger Agreement—Other Covenants and Agreements—Alternative Proposals; No Solicitation) (but only for so long as such person or group is an excluded party) until 11:59 p.m., New York time, on June 15, 2013 or as permitted by the provisions of the merger agreement, after 11:59 p.m., New York time, on June 5, 2013, the Company and its subsidiaries are required to, and the Company is required to cause its and its subsidiaries’ representatives to cease any activities described above and any discussions or negotiations with any person or group that may be ongoing with respect to any alternative proposals.

Except as may relate to any excluded party (but only for so long as such person or group is an excluded party) until 11:59 p.m., New York time, on June 15, 2013 or as expressly permitted by the provisions of the merger agreement regarding alternative proposals, from 11:59 p.m., New York time, on June 5, 2013 until the effective time of the merger or, if earlier, the termination of the merger agreement, the Company must not, and must cause its subsidiaries and its and their respective affiliates and representatives not to, directly or indirectly:

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solicit, initiate or knowingly encourage or facilitate any inquiry, proposal or offer with respect to, or the making, submission or announcement of, any alternative proposal;

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participate in any negotiations regarding an alternative proposal with, or furnish any non-public information regarding the Company or its subsidiaries to, any person that has made or, to the Company’s knowledge, is considering making an alternative proposal; or

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engage in discussions regarding an alternative proposal with any person that has made or, to the Company’s knowledge, is considering making an alternative proposal, except to notify such person as to the existence of the provisions of the merger agreement regarding alternative proposals.

In addition, except as expressly permitted under the provisions of the merger agreement regarding, from the date of the merger agreement until the effective time of the merger, or, if earlier, the termination of the merger agreement, neither the board nor any committee thereof will:

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grant any waiver, amendment or release under any takeover statutes or the Company’s rights plan;

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grant any waiver, amendment or release under any confidentiality, standstill or similar agreement (or terminate or fail to enforce such agreement) except solely to the extent necessary to allow such person to make a confidential proposal to the board;

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effect any change of recommendation (as defined below under “The Merger Agreement—Other Covenants and Agreements—Alternative Proposals; No Solicitation); or

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authorize, cause or permit the Company or any of its subsidiaries to enter into any letter of intent, agreement in principle, memorandum of understanding, confidentiality agreement or any other agreement relating to or providing for any alternative proposal (except for certain permitted confidentiality agreements).

Notwithstanding the foregoing, if following 11:59 p.m., New York time, on June 5, 2013 and prior to obtaining the required vote of the Company’s stockholders to adopt the merger agreement, the Company receives an alternative proposal which the board determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, constitutes a superior proposal (as defined below under “The Merger Agreement—Other Covenants and Agreements—Alternative Proposals; No Solicitation) or could reasonably be expected to result in a superior proposal, the Company may take the following actions (subject to compliance with certain obligations set forth in the merger agreement):

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furnish nonpublic information to the third party making such alternative proposal, if, and only if, prior to so furnishing such information, such third party has entered into a confidentiality agreement meeting certain requirements, which confidentiality agreement need not contain any standstill or similar provisions; and

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engage in discussions or negotiations with such third party with respect to the alternative proposal.

Notwithstanding the foregoing, if following 11:59 p.m., New York time, on June 5, 2013 and prior to obtaining the required vote of the Company’s stockholders to adopt the merger agreement, the Company receives an alternative proposal that the board determines in good faith after consultation with its financial advisors and outside legal counsel that such alternative proposal constitutes a superior proposal (taking into account any adjustment to the terms and conditions of the merger proposed by Parent in response to such alternative proposal), then, the board may, subject to compliance with certain obligations set forth in the merger agreement, including providing Parent with prior notice and allowing Parent the right to negotiate with the Company to match the terms of any superior proposal, terminate the merger agreement to enter into an acquisition agreement with respect to such superior proposal, subject to payment of the Company termination fee.

Notwithstanding the foregoing, at any time prior to obtaining the required vote of the Company’s stockholders to adopt the merger agreement, other than in connection with a superior proposal, if an intervening event (as defined below under “The Merger Agreement—Other Covenants and Agreements—Alternative Proposals; No Solicitation) will have occurred, the board may, subject to compliance with certain obligations set forth in the merger agreement, including providing Parent with prior notice and allowing Parent the right to negotiate with the Company to make adjustments to the terms and conditions of the merger agreement, withdraw (or qualify or modify in a manner adverse to Parent), and exclude from this proxy statement, its recommendation for the Company’s stockholders to vote for the adoption of the merger agreement solely in respect of such intervening event, or publicly propose to do so.

Termination (Page 98)

The Company and Parent may terminate the merger agreement by mutual written consent at any time before the effective time of the merger. In addition, either the Company or Parent may terminate the merger agreement if:

•

the effective time of the merger has not occurred on or before 5:00 p.m. (New York City time) on November 6, 2013, and the party seeking to terminate the merger agreement pursuant to this provision has not breached in any material respect its obligations under the merger agreement in any manner that has contributed to the failure to consummate the merger on or before such date; provided that either Parent or the Company may extend such date to February 6, 2014 under specified circumstances;

•

any court of competent jurisdiction has issued or entered an injunction or similar order permanently enjoining or otherwise prohibiting the consummation of the merger and such injunction has become final and non-appealable, so long as the party seeking to terminate the merger agreement pursuant to this provision has used the efforts required of it under the merger agreement to prevent, oppose and remove such injunction; or

•

the Company’s stockholders meeting for the purpose of obtaining the required vote of the Company’s stockholders to adopt the merger agreement (including any adjournments or postponements thereof) has concluded and such required vote has not been obtained.

The Company may also terminate the merger agreement:

•

if Parent or Merger Sub has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the merger agreement which would result in the failure to satisfy a closing condition, as further described below under “The Merger Agreement—Termination.”

•

at any time prior to the adoption of the merger agreement by the Company’s stockholders, if (i) the board has authorized the Company to enter into an alternative acquisition agreement with respect to a superior proposal, (ii) prior to or concurrent with such termination, the Company has paid the Company termination fee (defined below) to Parent and (iii) immediately after such termination, the Company enters into an alternative acquisition agreement with respect to such superior proposal; or

•

if (i) the merger was not consummated within two business days of the first date upon which Parent was required to consummate the closing pursuant to the merger agreement and (ii) at the time of such termination all conditions to Parent’s obligation to consummate the closing (other than those conditions that are to be satisfied by action taken at the closing) continue to be satisfied.

Parent may also terminate the merger agreement:

•

in the event of a change of recommendation;

•

if the Company breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the merger agreement which would result in the failure to satisfy a closing condition, as further described below under “The Merger Agreement—Termination”; or

•

in the event that between the date on which the closing would have been required to occur pursuant to the merger agreement but for the failure of the available funds condition to be satisfied and the eighth business day after such date, the available funds condition has not been satisfied.

Termination Fees (Page 99)

The Company will pay to Parent (or one or more of its designees) a termination fee in the event that:

•

the merger is terminated under specified conditions and concurrently with or within 12 months after such termination, the Company enters into a definitive agreement providing for a qualifying transaction (as defined below under “The Merger Agreement—Termination Fees”) or consummates a qualifying transaction;

•

Parent has terminated the merger agreement in the event of a change of recommendation; or

•

the Company has terminated the merger agreement to enter into an alternative acquisition agreement related to a superior proposal.

The amount of the termination fee that the Company will pay to Parent under such circumstances will be $210 million in cash, except that the amount of the termination fee will be $140 million in the event that the Company has terminated the merger agreement on or prior to 11:59 p.m., New York time, on June 15, 2013 (subject to limited exceptions as specified in the merger agreement) to enter into an acquisition agreement related to a superior proposal with a person or group that is an excluded party at the time of such termination. Certain specified parties that participated in the Company’s recent strategic review cannot be an “excluded party” under the merger agreement.

Parent will pay to the Company a reverse termination fee of $420 million in cash in the event that the Company has validly terminated the merger agreement because:

•

Parent or Merger Sub has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the merger agreement which would result in the failure to satisfy a closing condition, as further described below under “The Merger Agreement—Termination”; or

•

the merger was not consummated within two business days of the first date upon which Parent was required to consummate the closing pursuant to the merger agreement and at the time of such termination all conditions to Parent’s obligation to consummate the closing (other than those conditions that are to be satisfied by action taken at the closing) continue to be satisfied.

Reimbursement of Expenses (Page 100)

The Company will be required to reimburse Parent for all reasonable out-of-pocket expenses incurred by Parent, Merger Sub, the Investors/Guarantors or their respective affiliates in connection with the merger agreement and the transactions contemplated by the merger agreement up to a maximum amount of $25 million if Parent has terminated the merger agreement because the meeting of the Company’s stockholders has concluded and the approval of the proposal to adopt the merger agreement by the required vote of the stockholders has not been obtained. If the Company subsequently becomes obligated to pay a termination fee to Parent, any such expense reimbursement paid by the Company will be credited against any Company termination fee payable to Parent.

If the merger agreement is terminated under certain specified circumstances, Parent will be required to reimburse the Company for certain expenses incurred by the Company in connection with repayment of the Company’s existing debt, assistance with the debt financing and cash repatriation pursuant to the merger agreement up to a maximum amount of $10 million.

The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

As of [—], 2013, the record date for the special meeting, there were [—] shares of common stock outstanding.

As of [—], 2013, the record date for the special meeting, the directors and current executive officers owned, in the aggregate, [—]% of the outstanding common stock of the Company entitled to vote at the special meeting.

As of the record date, Elliott owned, in the aggregate, approximately [—]% of the outstanding common stock of the Company entitled to vote at the special meeting.

If you submit a proxy but abstain or fail to provide voting instructions on any of the proposals listed on the proxy card, your shares will be counted for purpose of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

Yes. You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a stockholder of record, you may revoke your proxy by notifying the Company’s Corporate Secretary in writing at BMC Software, Inc., Attn: Corporate Secretary, 2101 CityWest Blvd., Houston, Texas 77042, or by submitting a new proxy by telephone, the Internet or mail, in each case, dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the special meeting and voting in person (simply attending the special meeting will not cause your proxy to be revoked). Please note that if you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, the above-described options for revoking your voting instructions do not apply, and instead you must follow the instructions received from your broker, bank or other nominee to revoke your voting instructions.

The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the merger. So, if you transfer your shares of common stock after the record date but before the closing of the merger, you will have transferred your right to receive the merger consideration in the merger, but retained the right to vote at the special meeting.

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

This proxy statement, and the documents incorporated by reference in this proxy statement, include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which are identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “contemplate,” “would” and similar expressions that contemplate future events. Such forward-looking statements are based on management’s reasonable current assumptions and expectation, including the expected completion and timing of the merger and other information relating to the merger. You should be aware that forward-looking statements involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the business or operations of the Company. These forward-looking statements speak only as of the date on which the statements were made and we undertake no obligation to update or revise any forward-looking statements made in this proxy statement or elsewhere as a result of new information, future events or otherwise, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

and other risks detailed in our filings with the SEC, including our most recent filing on Form 10-K. See “Where You Can Find Additional Information.” Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements.

BMC Software, Inc. is a Delaware corporation with principal executive offices located at 2101 CityWest Boulevard, Houston, Texas 77042. The Company is one of the world’s largest software companies. The Company provides IT management solutions for large, mid-sized and small enterprises and public sector organizations around the world. The Company’s extensive portfolio of IT management software solutions simplifies and automates the management of IT processes, mainframe, distributed, virtualized and cloud computing environments, as well as applications and databases. The Company also provides its customers with maintenance and support services for its products and assists customers with software implementation, integration, IT process and organizational transformation, and education services. A detailed description of the Company’s business is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, which is incorporated by reference into this proxy statement. See “Where You Can Find Additional Information.”

Boxer Parent Company Inc. is a Delaware corporation. Boxer Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of Parent. Parent and Merger Sub are formed by affiliates of investment funds advised by Bain Capital, LLC, Golden Gate Private Equity, Inc. and Insight Venture Management, LLC (referred to as “Insight”), and Westhorpe Investment Pte Ltd. The principal executive offices of both Parent and Merger Sub are located at 200 Clarendon Avenue, Boston, MA 02116. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, and have not engaged in any business except for activities incidental to their formation and as contemplated by the merger agreement.

Bain Capital, LLC (referred to as “Bain Capital”) is a global private investment firm that manages several pools of capital including private equity, venture capital, public equity, credit products and absolute return with approximately $70 billion in assets under management. Bain Capital has a team of over 300 professionals dedicated to investing and to supporting its portfolio companies. Since its inception in 1984, Bain Capital has made private equity, growth, and venture capital investments in over 450 companies around the world, including such leading technology and software companies as SunGard Data Systems, NXP, LinkedIn, SolarWinds, SurveyMonkey, SevOne, DynaTrace Software, WorldPay, Skillsoft, MYOB, Applied Systems, Archer Technologies and Cerved Group SpA. The firm has offices in Boston, New York, Chicago, Palo Alto, London, Munich, Tokyo, Shanghai, Hong Kong and Mumbai.

Golden Gate Private Equity, Inc. (referred to as “Golden Gate Capital”) is a San Francisco-based investment firm with more than $12 billion of capital under management. Founded in 2000, Golden Gate Capital has a long and successful history of investing in growth businesses and partnering with world-class management teams where there is a demonstrable opportunity to significantly enhance a company’s value. The firm is one of the most active software investors in the world, having invested in or acquired more than 65 software companies with combined portfolio revenues of approximately $6 billion. Notable software investments include Infor, Lawson, SUSE Linux, Novell, Attachmate, NetIQ, Micro Focus, Data Direct and Ex Libris.

Insight Venture Partners is a leading global venture capital and private equity firm founded in 1995 which has raised more than $6.5 billion and made more than 190 investments in technology

companies. Based in New York, the mission of the firm is to find, fund and work successfully with visionary executives who are driving change in their industries. Insight has made investments in leading infrastructure, Internet, on-premise and SaaS-based software and data-services companies including Quest Software, SolarWinds, Medidata Solutions, Exact Target, Shutterstock and Twitter.

Westhorpe Investment Pte Ltd is a company affiliated with GIC Special Investments Pte Ltd (referred to as “GICSI”), the private equity arm of Government of Singapore Investment Corporation Private Limited (referred to as “GIC”). GIC is a global investment management company established in 1981 to manage Singapore’s foreign reserves. With a network of nine offices in key financial capitals around the world, GIC invests internationally in equities, fixed income, money-market instruments, real estate and special investments. GICSI is one of the world’s largest private equity investors and manages a multi-billion dollar portfolio of fund investments and direct investments in companies.

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the board for use at the special meeting. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the board for use at the special meeting to be held on [—], 2013, starting at [—] local time at [—], or at any adjournment or postponement thereof.

The purpose of the special meeting is for our stockholders to consider and vote upon the proposal to adopt the merger agreement. Our stockholders must adopt the merger agreement for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A and the material provisions of the merger agreement are described under “The Merger Agreement.” Our stockholders are also being asked to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

In addition, in accordance with Section 14A of the Exchange Act, the Company is providing its stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be payable to its named executive officers in connection with the merger, the value of which is disclosed in the table in the section of the proxy statement entitled “The Merger (Proposal 1)—Interests of the Company’s Directors and Executive Officers in the Merger.” The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to approve the merger. Accordingly, a stockholder may vote to approve the executive compensation and vote not to adopt the merger and vice versa. Because the vote is advisory in nature only, it will not be binding on either the Company or Parent. Accordingly, because the Company is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger is approved and regardless of the outcome of the advisory vote.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about [—], 2013.

After careful consideration, the board (with Mr. Schaper recusing himself) has unanimously approved the merger agreement, the merger and the transactions contemplated thereby and determined that the merger agreement is advisable, fair to and in the best interests of the Company and its stockholders. Certain factors considered by the board in reaching its decision to approve the merger agreement and approve the merger can be found in the section entitled “The Merger—Reasons for the Merger.”

The board unanimously (with Mr. Schaper recusing himself) recommends that the Company’s stockholders vote “FOR” the proposal to adopt the merger agreement, “FOR” the adjournment proposal and “FOR” the named executive officer merger-related compensation proposal.

The holders of record of common stock as of the close of business on [—], 2013, the record date for the determination of stockholders entitled to notice of and to vote at the special meeting, are entitled to receive notice of and to vote at the special meeting. On the record date, [—] shares of common stock were outstanding.

The presence at the special meeting, in person or by proxy, of the holders of a majority of shares of common stock outstanding on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting. Treasury shares, which are shares owned by the Company itself, are not voted and do not count for this purpose. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting. Broker non-votes, as described below under the sub-heading “—Voting; Proxies; Revocation—Providing Voting Instructions by Proxy,” will not be considered to be present at the special meeting.

Approval of each of the adjournment proposal and the advisory (non-binding) proposal on executive compensation payable to the Company’s named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy at the special meeting and entitled to vote thereon. Abstentions will have the same effect as a vote against these proposals but the failure to vote your shares and broker non-votes will have no effect on the outcome of these proposals.

At the close of business on the record date, directors and executive officers of the Company and their subsidiaries were entitled to vote [—] shares of common stock, or approximately [—]% of the shares of common stock issued and outstanding on that date. The Company’s directors and executive officers have informed the Company that as of the date of this proxy statement, they intend to vote their shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although none of them is obligated to do so.

All holders of shares of common stock as of the close of business on [—], 2013, the record date for voting at the special meeting, including stockholders of record and beneficial owners of common stock registered in the “street name” of a bank, broker or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your bank, broker or other nominee or other similar evidence of ownership, along with proper identification.

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares in “street name” through a bank, broker or other nominee, you must provide a proxy executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the special meeting.

To ensure that your shares are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares Held by Record Holder. If you are a stockholder of record, you may submit a proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares will be voted in the manner directed by you on your proxy card.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to adopt the merger agreement, the advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger, and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. If you are a stockholder of record and fail to return your proxy card, unless you are a holder of record on the record date and attend the special meeting and vote in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the proposal to adopt the merger agreement, but will not affect the vote regarding the adjournment of the special meeting or the advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger, if necessary or appropriate, to solicit additional proxies.

Shares Held in “Street Name.” If your shares are held by a bank, broker or other nominee on your behalf in “street name,” your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

In accordance with the rules of the NASDAQ, banks, brokers and other nominees who hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the proposal to adopt the merger agreement. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares they may not vote such shares with respect to the proposal to adopt the merger agreement. Under such circumstance, a “broker non-vote” would arise. Broker non-votes, if any, will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal or the advisory (non-binding) proposal on executive compensation payable to the Company’s named executive officers in connection with the merger. For shares of common stock held in “street name,” only shares of common stock affirmatively voted “FOR” the proposal to adopt the merger agreement will be counted as a favorable vote for such proposal.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee in order to revoke your proxy or submit new voting instructions.

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of common stock represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, a vote “AGAINST” the advisory (non-binding) proposal on executive compensation payable to the Company’s named executive officers in connection with the merger and a vote “AGAINST” the adjournment proposal.

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. In the event that there is present, in person or by proxy, sufficient favorable voting power to secure the vote of the stockholders of the Company necessary to approve the proposal to adopt the merger agreement, the Company does not anticipate that it will adjourn or postpone the special meeting unless it is advised by counsel that failure to do so could reasonably be expected to result in a violation of applicable law.

The special meeting may be adjourned by the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote at the special meeting. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances.

Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

The board is soliciting your proxy, and we will bear the cost of soliciting proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. D.F. King & Co., Inc., a proxy solicitation firm, has been retained to assist it in the solicitation of proxies for the special meeting and we will pay D.F. King approximately $100,000, plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the Internet by D.F. King or, without additional compensation by certain of the Company’s directors, officers and employees.

You should not return your stock certificate or send documents representing common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of common stock for the merger consideration.

If the merger agreement is adopted by the Company’s stockholders and certain other conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company being the surviving corporation in the merger.

Upon the consummation of the merger each share of common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held by the Company, and direct or indirect subsidiary of the Company, Parent and Merger Sub that will be cancelled and holders who are entitled to and properly exercise appraisal rights under Delaware law) will be converted into the right to receive $46.25 in cash, without interest and less any applicable withholding taxes.

Our common stock is currently registered under the Exchange Act and is quoted on the NASDAQ under the symbol “BMC.” As a result of the merger, the Company will cease to be a publicly traded company and will be wholly owned by Parent. Following the consummation of the merger, the registration of our common stock and our reporting obligations under the Exchange Act will be terminated. In addition, upon the consummation of the merger, our common stock will no longer be listed on any stock exchange or quotation system, including the NASDAQ.

The Company’s senior management and board regularly review the Company’s operations, financial performance and industry conditions as they may affect the Company’s long-term strategic goals and plans, including the evaluation of potential strategic alternatives available to the Company to enhance stockholder value.

On July 2, 2012, the board established a special ad-hoc strategic review committee (the “strategic review committee”) to assist it in reviewing strategic alternatives potentially available to the Company to enhance stockholder value, including, but not limited to, a sale, merger, leveraged recapitalization or other extraordinary transaction involving the Company, sale of the Company’s enterprise service management or mainframe service management business, a spin-off of the mainframe service management business, acquisitions, dividends, and stock repurchases, as compared to the continued operation of the Company on a stand-alone basis.

Also on July 2, 2012, the Company and Elliott Associates, L.P. and Elliott International, L.P. (“Elliott”) entered into a settlement agreement in connection with a proxy contest that had been initiated by Elliott earlier in the year in which Elliott had sought the election of four of its nominees to the board. Pursuant to the settlement agreement, the Company increased the size of the board from ten to twelve directors, effective as of the 2012 annual meeting, and agreed to nominate two of Elliott’s candidates, John M. Dillon and Mr. Schaper, for election as new directors at the 2012 annual meeting. The Company and Elliott also entered into a confidentiality agreement requiring, among other things, Elliott to maintain the confidentiality of Company information shared with Elliott and abide by certain customary standstill provisions for a specified period.

The strategic review committee met on July 25, 2012, along with certain members of management and representatives of Morgan Stanley, the Company’s independent financial advisor, and Wachtell, Lipton, Rosen and Katz (“Wachtell Lipton”), the board’s legal counsel. The strategic review committee initiated a study of potential alternatives to return capital to stockholders and also agreed to recommend to the board the engagement of another independent financial advisor to assist the review of the various paths to maximize stockholder value. In the following days, after discussions among members of the strategic review committee and members of the board, BofA Merrill Lynch was chosen to assist the Company as a financial advisor in its review of the various paths to maximize stockholder value.

On August 7, 2012, at a meeting of the board attended by certain members of management and representatives of Morgan Stanley and Wachtell Lipton, Messrs. Beauchamp and Schaper updated the board on discussions with certain stockholders of the Company who were urging the board to consider a sale of the Company. Mr. Schaper also updated the board on the workplan of the strategic review committee.

On August 19, 2012, at a meeting of the strategic review committee attended by Patrick Tagtow, the Company’s Senior Vice President, General Counsel, and representatives of Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton, the representatives of Morgan Stanley and BofA Merrill Lynch discussed the current market valuation of the Company and the logistics associated with various potential strategic alternatives, including a separation of the Company’s businesses, a return of capital to stockholders, transformative acquisitions and a sale of the Company.

On August 21, 2012, at a meeting of the board attended by certain members of management, Mr. Beauchamp updated the board on the Company’s quarterly performance to date and reviewed recent feedback from the Company’s stockholders, and the members of the strategic review committee reviewed for the board the information discussed at the strategic review committee meeting held on August 19, 2012.

On August 28, 2012, at a meeting of the board attended by certain members of management and representatives from Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton, the financial advisors discussed with the board the possible financial impact of a potential spin- or split-off of the Company’s business units, hypothetical transformational acquisition scenarios and capital restructuring alternatives. The financial advisors also gave an overview of a potential process for a sale of the Company, including possible strategic entities and financial sponsors that might be interested in such a transaction. Following a discussion, the board authorized Morgan Stanley to contact certain financial sponsors to gauge their interest in an acquisition of the Company and to have Mr. Beauchamp, and representatives of BofA Merrill Lynch, to reach out to certain strategic entities regarding a merger with, or acquisition of, the Company. The board determined that simultaneous with this outreach, it would continue to review the Company’s capital structure strategy and undertake an internal review of the Company’s expenses.

From August 30, 2012 until September 4, 2012, Morgan Stanley contacted six financial sponsors, including Bain Capital, regarding a potential acquisition of the Company. Following each of these discussions, Morgan Stanley sent each of the financial sponsors a draft confidentiality agreement. From early September through the middle of October, the Company entered into confidentiality agreements with six financial sponsors and began sharing confidential information about the Company.

From September 1 to 7, 2012, Mr. Beauchamp contacted five strategic entities regarding a potential acquisition of the Company and BofA Merrill Lynch subsequently discussed a potential acquisition of the Company with each of these strategic entities. In addition, BofA Merrill Lynch contacted two additional strategic entities regarding a potential acquisition of the Company. From early September through the middle of October, the Company entered into confidentiality agreements with two of the strategic entities. Representatives of the Company shared confidential information with these two parties and met with one additional strategic entity to discuss a transaction without exchanging confidential information. None of the strategic entities submitted an indication of interest for the Company.

On September 9, 2012, one of the financial sponsors contacted Morgan Stanley and asked permission to work with another financial sponsor who had also been contacted by Morgan Stanley in evaluating a potential acquisition of the Company because prior to being contacted by Morgan Stanley, these two financial sponsors (the “Alternate Sponsor Group” ) had independently been working together in assessing the Company.

On September 10, 2012, at a meeting of the board attended by certain members of management and representatives from Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton, the board considered and approved the prior day’s request made by the Alternate Sponsor Group to allow the two financial sponsors comprising the Alternate Sponsor Group to work together in their evaluation of a potential acquisition of the Company.

On October 2, 2012, the strategic review committee held a meeting attended by certain members of management and representatives from Morgan Stanley, BofA Merrill Lynch and Watchell Lipton at which the financial advisors provided an update on the outreach that had been initiated and the response of the parties that had been contacted.

During the period from October 2 to 10, 2012, Morgan Stanley sent each of the six financial sponsors (two of which were the members of the Alternate Sponsor Group) who had signed confidentiality agreements an information package which included financial projections prepared by management.

On October 3, 2012, certain members of management, together with representatives from Morgan Stanley and BofA Merrill Lynch, met with representatives of one of the financial sponsors (“Financial Sponsor A”). Messrs. Beauchamp, Stephen B. Solcher, the Company’s Senior Vice President, Chief Financial Officer and Ken Berryman, the Company’s Senior Vice President, Strategy and Corporate Development, discussed with the representatives of Financial Sponsor A the Company’s strategy and provided an overview of the Company’s product portfolio, financials and plans for business development. On October 9, 10, 11, and 12, 2012, similar meetings took place with representatives of five other financial sponsors, one of which was a meeting between the Company and representatives from the Alternate Sponsor Group on October 9, 2012 and one of which was a meeting between the Company and representatives of Bain Capital on October 11, 2012.

On October 10, 2012, Financial Sponsor A informed Morgan Stanley that it would not be submitting an indication of interest for the Company.

On or around October 15, 2012, the Company asked the remaining financial sponsors to submit indications of interest to the Company by October 19, 2012.

On October 19, 2012, representatives of the Alternate Sponsor Group submitted a conditional and non-binding indication of interest with a valuation of $48 per share of the Company’s common stock. That same day, two other financial sponsors informed Morgan Stanley that they would not be providing indications of interest based on their assessment of the Company.

On October 20, 2012 representatives of Bain Capital submitted a conditional and non-binding indication of interest with a proposed valuation of $45-47 per share of the Company’s common stock.

From October 22 through October 24, 2012, the board together with certain members of management and representatives of Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton met and discussed a number of items related to the Company’s recent discussions with financial sponsors, including a review of the indications of interest received from Bain Capital and the Alternate Sponsor Group and the potential next steps in the process, including due diligence. The financial advisors advised the board that the pool of financial sponsors that had been approached thus far was a good sampling, and that identifying additional financial sponsors having fundamentally different levels of interest in an acquisition of the Company was unlikely.

During these meetings, the board engaged in discussions related to reaching out to certain additional strategic entities regarding a potential transaction. The board discussed strategic alternatives relating to the Company’s capital structure, including the possibility of executing an accelerated stock repurchase program. Messrs. Beauchamp and Solcher presented for the board the Company’s financial performance in the second quarter of 2012, followed by a presentation by Mr. Berryman, discussing the Company’s corporate strategy and trends in the industry. At the invitation of the board, representatives of McKinsey & Company joined the meeting on

October 23, 2012, to discuss their assessment of the Company’s internal investments, products and growth opportunities. The board discussed the likelihood of a successful transaction if the Company continued with a process exploring a sale of the Company. The board also discussed the likely negative impact on the Company of a sale process, including upon the Company’s management, employees and sales. The board agreed that given the current strategic and operational plans for the Company, and the risks associated with the sale process, it would defer a decision on the continuation of the sale process, pending further analysis of the Company’s strategic options.

The board also discussed the strategic options related to the return of capital to the Company’s stockholders. Following this discussion, the board unanimously authorized the creation of a pricing committee, consisting of directors Louis J. Lavigne, Jr., Mark J. Hawkins and Chet Fenner, a Vice President of Corporate Finance for the Company, and Mr. Solcher for the purpose of raising additional debt financing. Following this, the board unanimously authorized management to purchase up to an additional $1 billion worth of the Company’s common stock through open market purchases, unsolicited or solicited private purchases or through the forward purchase of the Company’s common stock with a bank.

At a meeting of the board on October 29, 2012, attended by certain members of management and representatives from Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton, the board reviewed updated analyses of the Company’s strategic options from Morgan Stanley and BofA Merrill Lynch. The board also discussed materials received from Elliott on October 28, 2012, which presented Elliott’s support for a potential sale of the Company. The board also discussed the lack of interest shown by potential strategic entity bidders in an acquisition of the Company. Following this and a discussion of the matters considered at the prior week’s board meetings, the board unanimously agreed not to pursue the indications of interest received from Bain Capital and the Alternate Sponsor Group and to discontinue the sale process.

On November 1, 2012, the Company reported that total revenue for the quarter ended September 30, 2012 was $548.2 million, representing a decrease of $8.5 million, or 1.5%, from the prior year quarter, and for the first half of the fiscal year 2013 was $1,052.6 million, representing a decrease of $6.5 million, or 0.6%, from the prior year period. The decrease for the quarter was reflective of decreases in license and professional services revenue, partially offset by a maintenance revenue increase.

On November 20, 2012, Messrs. Beauchamp and Solcher met with representatives of Elliott at Elliott’s offices in New York City to discuss the Company’s decision to not pursue the indications of interest received from the financial sponsors in October 2012.

On November 23, 2012, the Company entered into an agreement with Morgan Stanley to repurchase $750 million of the Company’s common stock under an accelerated share repurchase program, scheduled to be completed on or prior to July 2, 2013.

On December 10, 2012, the Company received a letter from Elliott discussing its view that the Company’s accelerated stock repurchase was inadequate. Elliott also stated that it believed the Company should pursue other strategic alternatives, including a sale of the Company to a financial sponsor or a separation or spin-off of the Company’s mainframe business.

On January 7, 2013, at a telephonic meeting of the board with certain members of Company management present, Mr. Beauchamp provided the board with preliminary results of the Company’s financial performance in the third quarter of 2012. Mr. Beauchamp provided information regarding the shortfall in license bookings as compared to the Company’s expectations, indicating that possible factors for the shortfall included fiscal cliff macro-economic concerns of customers as well as a difficulty in sales forecasting and the fact that certain customers postponed deals expected to be finalized in the third quarter to later quarters.

On January 14, 2013, at a meeting of the board attended by certain members of management and a representative of each of Morgan Stanley and Wachtell Lipton, management discussed the Company’s potential paths for growth, including a modified execution plan for the Company focused on stabilizing the Company’s financials, a potential merger with, or acquisition of a strategic entity (“Company A”), and also discussed reinitiating the process of considering a potential sale of the Company.

At a meeting of the board from January 21, 2013 through January 22, 2013 attended by certain members of management, as well representatives from each of Morgan Stanley and Wachtell Lipton, Messrs. Beauchamp and Solcher provided the board with an update regarding the Company’s quarterly performance and the forecast for the fourth quarter. The attendees also discussed a potential acquisition of Company A, including expected synergies, Company A’s current investors and the Company’s previous interactions with Company A. The board also determined to have Messrs. Schaper and Lavigne work with Mr. Beauchamp and representatives from Morgan Stanley to contact those financial sponsors who had previously engaged with the Company in the fall of 2012 to gauge their interest in re-engaging with the Company.

On January 23, 2012, at a telephonic meeting between Messrs. Beauchamp, Lavigne, Schaper and Tagtow and a representative of Morgan Stanley, it was determined that the representative of Morgan Stanley should schedule telephonic meetings between the Company and certain financial sponsors who had previously engaged with the Company, as well as one other financial sponsor that had not previously engaged with the Company. That same day, Mr. Beauchamp reached out to representatives of Company A and scheduled a meeting between the representatives of the Company and Company A to be held on January 30, 2013.

On January 25, 2013, Messrs. Beauchamp and Schaper reached out telephonically to the Alternate Sponsor Group and Financial Sponsor A. The Alternate Sponsor Group and Financial Sponsor A each expressed an interest to re-engage in discussions with the Company.

On January 28, 2013, Messrs. Beauchamp and Schaper reached out telephonically to Bain Capital. Bain Capital expressed an interest to reengage in discussions with the Company.

On January 30, 2013, Messrs. Beauchamp and Lavigne and representatives from Company A met at Company A’s headquarters to discuss business opportunities arising from a potential combination of the two companies.

On January 31, 2013 at a meeting of the board attended by certain members of management, the board discussed the process of re-initiating the process of selling the Company. Mr. Beauchamp described the prior day’s meeting with Company A and the board considered the potential synergies for such a transaction, and discussed plans for future communications with Company A.

Later that same day, representatives of Morgan Stanley engaged with the new financial sponsor considered at the January 23, 2012 telephonic meeting between Messrs. Beauchamp, Lavigne, Schaper and Tagtow and the representative of Morgan Stanley to gauge the financial sponsor’s interest in considering an acquisition of the Company. That financial sponsor subsequently declined to engage in future discussions regarding the Company.

In early February, 2013, representatives from Morgan Stanley communicated with representatives from Company A’s financial advisor and representatives from each of the interested financial sponsors to arrange in-person meetings with representatives from the Company.

On February 4, 2013, a representative from Bain Capital spoke to a representative from Morgan Stanley and requested to partner with Golden Gate Private Equity, Inc. (“Golden Gate”) in their evaluation of a transaction with the Company.

At a meeting of the board on February 7, 2013, attended by certain members of management and representatives from Morgan Stanley and Wachtell Lipton, management updated the board on the prior week’s communications with Company A and the negotiations concerning entry into a confidentiality agreement with Company A. A

representative from Morgan Stanley then described the steps that had been taken to re-initiate the process of selling the Company and gave the board background on the current state of the debt financing markets for leveraged transactions. Next, Mr. Beauchamp advised the board that the Alternate Sponsor Group had contacted Morgan Stanley to request a breakfast meeting with Mr. Solcher and himself. The board instructed Mr. Beauchamp that although such a meeting to discuss the Company with the Alternate Sponsor Group was acceptable, at this time it would not be appropriate for members of management to engage in a discussion of management’s participation in any future transaction involving financial sponsors. Mr. Beauchamp then recommended that the board delegate the authority to review certain current and anticipated requests from entities involved in the sale process, including requests by bidders to form a group, to Messrs. Lavigne and Hawkins, which recommendation was unanimously approved.

On February 8, 2013, Messrs. Lavigne and Hawkins discussed via telephone with Mr. Tagtow and representatives of Morgan Stanley and BofA Merrill Lynch the request of Bain Capital to include Golden Gate as a potential partner to Bain Capital. The representative of Morgan Stanley advised Messrs. Lavigne and Hawkins that such a request was reasonable given his view that allowing such a pairing would not reduce competition in the sale process and instead would likely facilitate a bid from Bain in light of the size of the potential equity financing required to complete a leveraged-buyout of the Company. Following a discussion, Messrs. Lavigne and Hawkins agreed to allow Bain Capital to partner with Golden Gate.

On the morning of February 14, 2013, Messrs. Beauchamp and Solcher met with representatives of the Alternate Sponsor Group to discuss the Company’s business. Later that same day, at a meeting attended by certain members of Company management and representatives of Morgan Stanley and BofA Merrill Lynch, the Company met with representatives from the Alternate Sponsor Group to discuss a potential acquisition of the Company. During this meeting, certain members of Company management provided the representatives of the Alternate Sponsor Group with an update on the Company’s financial performance and strategy and discussed aspects of the Company’s product portfolio, financials and plans for business development. That same day, the Company and Company A executed a confidentiality agreement.

The following day, certain members of Company management and Company A, along with a representative from Morgan Stanley and representatives from Company A’s financial advisors, met to further discuss business opportunities arising from a potential combination of the two companies.

On February 19, 2013, Golden Gate entered into a confidentiality agreement with the Company. That same day, certain members of Company management and representatives of Morgan Stanley and BofA Merrill Lynch met with representatives from Financial Sponsor A to discuss a potential acquisition of the Company. During this meeting, certain members of Company management provided the representatives of Financial Sponsor A with an update on the Company’s financial performance and strategy and discussed aspects of the Company’s product portfolio, financials and plans for business development. On February 25, 2013 a similar meeting took place with representatives of Bain Capital and Golden Gate (together with Bain, the “Bain/Golden Gate Group”).

Over the next several weeks, in separate conversations with each of the financial sponsors participating in the sale process, Company management discussed the due diligence materials about the Company provided to such financial sponsors.

On March 5, 2013, representatives of the Bain/Golden Gate Group jointly submitted an indication of interest, proposing to acquire the Company at $46-$47 per share of the Company’s common stock. On that same day, Bloomberg publicly reported that the Company had attracted renewed buyout interest from financial sponsors. The following day, on March 6, 2013, the Alternate Sponsor Group informed representatives of Morgan Stanley that it planned to submit a written indication of interest, offering $48 per share of the Company’s common stock.

On March 7, 2013, at a meeting of the board, attended by certain members of management and initially representatives from Morgan Stanley and Wachtell Lipton, a representative from Morgan Stanley updated the board on discussions with Company A. He advised the board that he believed Company A was treating a potential transaction with the Company as a lower priority among the range of alternatives Company A was likely considering at that time.

Representatives of BofA Merrill Lynch then joined the meeting and informed the board that the Company had received a joint indication of interest from the Bain/Golden Gate Group, of $46-$47 per share of the Company’s common stock. The representative from Morgan Stanley further informed the board that the Alternate Sponsor Group had informed Morgan Stanley and BofA Merrill Lynch orally that they intended to submit a written indication of interest putting forth an offer of $48 per share of the Company’s common stock. Finally, the representative from Morgan Stanley noted that Financial Sponsor A had informed Morgan Stanley and BofA Merrill Lynch that it would submit its indication of interest, if any, on March 8, 2013.

Mr. Solcher then presented materials to the board discussing the past and present growth rates and projections for the Company’s fourth quarter. Representatives from Morgan Stanley and BofA Merrill Lynch then described the current status of communications with the financial sponsors and discussed the trading price of the Company’s common stock. The board discussed changes since the first time the Company solicited indications of interest for a potential sale of the Company in October of 2012, including the following factors, which increased their belief that continuing with the sale process would be in the best interests of the Company’s stockholders: (1) the Company’s results, in particular the results for the third quarter of 2012, fell short of earlier expectations, (2) based on the Company’s third quarter results, the Company had revised its future growth rates downward, (3) the macro risks to a transaction associated with the “fiscal cliff” had passed, (4) the availability of debt financing on favorable terms (as suggested by the then-recent Dell transaction), and (5) the fact that the Company had received indications of interest from two, and possibly three, bidders or bidding groups, which indicated that there may be a competitive sale process. Following this discussion, the consensus of the board was to move forward with the due diligence process with the two financial sponsor groups that submitted indications of interest and to include Financial Sponsor A if it submitted a competitive indication of interest.

That same day, Financial Sponsor A communicated orally an offer to representatives of Morgan Stanley of $42-$44 per share of the Company’s common stock. Later that same day, representatives of Morgan Stanley and BofA Merrill Lynch informed the Bain/Golden Gate Group that, given their initial indication of interest, the Company would permit it to proceed with a due diligence review of the Company.

The following day, on March 8, 2013, the Alternate Sponsor Group submitted a written initial indication of interest for approximately $48 per share of the Company’s common stock. Later that day, pursuant to the board’s instructions, representatives of Morgan Stanley and BofA Merrill Lynch informed the Alternate Sponsor Group that, given their initial indication of interest, the Company would permit it to proceed with a due diligence review of the Company.

On March 8, representatives of Morgan Stanley and BofA Merrill Lynch informed Financial Sponsor A that its initial indication of interest would need to be materially raised in order for them to be invited to proceed with a due diligence review of the Company. Financial Sponsor A responded that it was not prepared to raise its offer. Representatives of Morgan Stanley and BofA Merrill Lynch subsequently informed Financial Sponsor A that the board would not invite it to continue in the sale process.

On March 13, 2012, representatives from Morgan Stanley received a request from Bain Capital to include GICSI and Insight in the Bain/Golden Gate Group, which request was passed on to Messrs. Lavigne and Hawkins for consideration.

On the morning of March 14, 2013, the board’s corporate governance & nominating committee (the “Governance Committee”) met, with Mr. Tagtow and representatives of Wachtell Lipton present, to discuss, among other things, the on-going process to pursue a sale of the Company. Mr. Tagtow informed the Governance Committee that Mr. Schaper had a consulting relationship with Golden Gate and had determined to recuse himself from the board’s management of the sale process and review of any potential transaction with Company A. The Governance Committee also discussed the previously disclosed immaterial investment of director Gary Bloom in one of the

financial sponsors in the Alternate Sponsor Group. After a discussion, the Governance Committee determined to recommend to the board that potential conflicts, if any, were well disclosed to the board, and that a special negotiating committee was unnecessary and would deprive the board of a full range of experience and expertise available among the directors.

Following the meeting of the Governance Committee, the board held a meeting, attended by certain members of Company management, along with a representative of Wachtell Lipton, at which the Governance Committee reported the results of its meeting. After a discussion, the board accepted the Governance Committee’s recommendation that no special committee was necessary at that time. Representatives of Morgan Stanley then joined the meeting telephonically to provide an update on discussions relating to a potential acquisition of Company A, noting that the due diligence process was moving slowly. Next, representatives of BofA Merrill Lynch joined the meeting to, jointly with Morgan Stanley, provide an update on the current status of due diligence efforts by the financial sponsors in connection with the sale of the Company, which representatives from both Morgan Stanley and BofA Merrill Lynch agreed was moving quickly.

On March 15, 2013, the Company provided the Bain/Golden Gate Group and its representatives access to the Company’s data room for the purpose of their due diligence.

On March 16, 2013, the Company agreed to permit the Bain/Golden Gate Group to add GICSI and Insight to the Bain/Golden Gate Group.

From March 20 through March 21, 2013, the Company held due diligence meetings with representatives of the Bain/Golden Gate Group.

On March 21, 2013, the board held a meeting, attended by certain members of Company management and a representative from Wachtell Lipton. Following this discussion, representatives of Morgan Stanley and BofA Merrill Lynch joined the meeting. The representative from Morgan Stanley summarized the prior day’s meetings with the Bain/Golden Gate Group and described the expected future events in the transaction process. Later that day, the Company consented to the addition of a third financial sponsor into the Alternate Sponsor Group. That same day, Reuters reported, citing anonymous sources, that at least two consortia were participating in an auction for the Company.

From March 25 through March 26, 2013, the Company held due diligence meetings with representatives of the Alternate Sponsor Group at the Company’s headquarters.

On March 28, 2013, the board held a meeting, attended by certain members of management and a representative from Wachtell Lipton. The representative from Wachtell Lipton described the draft merger agreement that would be provided to the two financial sponsor groups and the process for negotiating that agreement. Representatives from Morgan Stanley and BofA Merrill Lynch then joined the call, providing the board with an update on the status of negotiations with the two financial sponsor groups. Mr. Beauchamp then informed the board that a representative from the Bain/Golden Gate Group had inquired as to the appropriate time to discuss the possible participation of management in a transaction and the post-closing role of management. The board agreed that the representatives from Morgan Stanley and BofA Merrill Lynch should inform the representatives from the Bain/Golden Gate Group that such discussions would not be permitted to occur at this time.

Later that same day, the draft merger agreement and related legal documentation were provided to the two financial sponsor groups. That same day, representatives from Morgan Stanley and BofA Merrill Lynch distributed the auction process letter to the two bidding groups seeking binding offers for the acquisition of the Company by April 22, 2013.

On April 4, 2013, the board held a meeting attended by certain members of management, as well as representatives from Morgan Stanley and Wachtell Lipton. A representative from Morgan Stanley provided an update on Company A’s recent financial performance. Next, a representative from BofA Merrill Lynch joined the call and the representatives from BofA Merrill Lynch and Morgan Stanley described the current status of the financial sponsors’ due diligence process. That same day, a financial advisor of a strategic entity (“Company B”) inquired on a preliminary basis of a representative of Morgan Stanley whether the Company would be interested in selling “a portion”

of its enterprise software management assets, and entering into an arrangement that provided a commission to the Company for every one of its mainframe customers it transitioned to Company B.

From April 4 through April 5, 2013, representatives from the Bain/Golden Gate Group held due diligence meetings with the Company’s management at the Company’s headquarters. Over the same time period, the Company met telephonically with representatives from the Alternate Sponsor Group to discuss due diligence.

In the evening on April 9, 2013, the Company received an initial markup of the merger agreement from the Bain/Golden Gate Group.

On April 11, 2013, the board held a meeting, attended by certain members of management and representatives from Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton. Following an update on the Company’s fourth quarter results from Mr. Solcher, the representative from Morgan Stanley provided an update on the communications with Company A. The representative from Morgan Stanley informed the board that it was unlikely Company A would provide the due diligence items requested by the Company in the near term, thus making it difficult for the Company to update its valuation of any opportunity with Company A given Company A’s recent poor financial performance. Next, the financial advisors described the current status of the Company’s sale process. The representative of Morgan Stanley then described the preliminary inquiry made by the representative of Company B. The financial advisors, as well as members of management, informed the board that they believed that the arrangement proposed by Company B would be complex and value destructive for the Company. Upon discussion, the board concluded that they had no further questions related to or interest in this preliminary inquiry and that a response to Company B’s financial advisor was unnecessary.

Mr. Beauchamp then informed the board of a meeting with representatives of the Bain/Golden Gate Group which had been proposed for the following week, at which the topic of management compensation and participation in the Company following the closing of the transaction might be discussed. After discussion, the board authorized such a meeting to take place if an independent director was present.

Next, the representatives from Morgan Stanley and BofA Merrill Lynch discussed valuation methodologies in relation to stock-based compensation expense. The representatives provided a description of how this valuation methodology varies between various industries and among companies in the technology sector. The financial advisors also provided a comparison of the Company to peers on the amount of stock-based compensation used by the entities, along with analyses of the Company’s valuation, both including and excluding stock-based compensation. Finally, Mr. Beauchamp described for the board the current state of communications with Elliott following the expiration of Elliott’s standstill the prior week, including the fact that Elliott had requested a meeting between Messrs. Beauchamp, Tagtow and two representatives from Elliott. After a discussion, the board agreed that it was in the best interests of the Company for Mr. Beauchamp to continue communicating with Elliott so long as such communications remained subject to Elliott’s confidentiality agreement.

Later that same day, on April 11, 2013, Reuters reported that the sale process for the Company had moved beyond the first round of bids. Reuters reiterated that two consortia were working to present a bid for the Company.

On April 15, 2012, representatives of Wachtell Lipton and Kirkland & Ellis LLP (“Kirkland & Ellis”), legal counsel to the Bain/Golden Gate Group, had an initial discussion on the merger agreement markup sent by the Bain/Golden Gate Group on April 9, 2012. The following day, on April 16, 2013, representatives of Kirkland & Ellis provided additional comments to the merger agreement.

On April 17, 2013, following a meeting between certain members of Company management and representatives of the Bain/Golden Gate Group regarding the Bain/Golden Gate Group representatives’ due diligence findings, Messrs. Beauchamp and Solcher, with Mr. Lavigne (an independent director) present met with the Bain/Golden Gate Group representatives for a general

discussion regarding how the consortia typically thinks about how to compensate and incentivize a management team. The representatives from Bain and Golden Gate emphasized that management participation was not a condition of their transaction proposal for the Company and informed Messrs. Beauchamp and Solcher that they would not present terms regarding management’s participation in the transaction until after the merger agreement was signed.

The following day, on April 18, 2013, the board held a meeting, attended by certain members of management and representatives from Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton. Mr. Solcher first provided a preliminary high level outlook for the first quarter of fiscal year 2014. Mr. Beauchamp then described the meeting that occurred the prior day with the Bain/Golden Gate Group representatives. The financial advisors then described the current state of negotiations with the Alternate Sponsor Group. Next, a representative from Wachtell Lipton described certain differences between the Company’s draft merger agreement and the drafts received from the Bain/Golden Gate Group, including provisions regarding the Company’s ability to conduct a post-signing market check (often referred to as a “go shop”) and fiduciary out provisions, as well as the Company’s request that it be permitted to waive standstill agreements with previously interested financial sponsors, and various termination fees payable under a number of specific scenarios. The Company’s financial advisors discussed with the board the role of a go shop provision. The financial advisors also advised that if the Company demanded the ability to waive the Alternate Sponsor Group’s standstill obligations, it could result in a lower offer from the Bain/Golden Gate Group, as the Bain/Golden Gate Group might wish to reserve future value for expected future rounds of bidding. During an executive session of the board, Mr. Lavigne described to the board his observations at the prior day’s meeting between Messrs. Beauchamp, Solcher and representatives from the Bain/Golden Gate Group.

That same day, on April 18, 2013, the Company learned through representatives of Morgan Stanley and BofA Merrill Lynch that one of the financial sponsors comprising the Alternate Sponsor Group was less interested in participating in the process and that although its prior indication of interest could no longer be supported, the continuing financial sponsor in the Alternate Sponsor Group was considering how it might proceed in the process, including potentially with an alternative partner, at a valuation closer to the then current trading price of the commons stock, which closed that day at $43.75 per share.

On April 23, 2013, Bloomberg reported that the Company had received two bids before the April 22, 2013 deadline. Bloomberg reported that the buyout offers were not much higher than the Company’s recent stock price.

On April 24, 2013, Messrs. Beauchamp, Solcher and Tagtow met with representatives of Elliott to provide the representatives of Elliott with certain details regarding the status of the Company’s process.

Later that same day, a representative from the Bain/Golden Gate Group responded, with what such representative termed to be its final offer package, to the Company’s financial advisors. The package included an offer letter sent on behalf of Bain Capital, Golden Gate, GICSI and Insight (collectively, the “Buyer Group”) setting forth a per-share offer of $45.25 to acquire 100% of the Company. The offer letter also proposed a termination fee of 3.5% of equity value payable by the Company if the Company accepts a superior proposal, a fee of 1% of equity value payable by the Company in the event the Company’s stockholders failed to approve the adoption of the merger agreement and a reverse termination fee of 4% of equity value payable by Parent. The Buyer Group’s offer assumed up to $6 billion in debt financing and $1.23 billion in equity financing. The offer did not include a go shop.

That same day, a representative of the third financial sponsor to join the Alternate Sponsor Group called Mr. Beauchamp to inform them they remained interested in a transaction.

On April 25 through April 26, 2013, the board held meetings attended by certain members of management and representatives from Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton. A representative from Wachtell Lipton discussed with the directors their legal and fiduciary obligations in the context of the Company’s sale process.

The financial advisors informed the board that one of the financial sponsors comprising the Alternate Sponsor Group was no longer interested in participating in the process and that the remaining financial sponsor in the Alternate Sponsor Group continued to be interested in a sale of the Company, but at a price below their initial indication of interest. The financial advisors also reviewed with the board the process to date regarding a potential sale of the Company, and an analysis of the Buyer Group’s offer submitted the prior day. The board also established an ad-hoc planning committee, whose members were Messrs. Schaper, Dillon, Hawkins and Lavigne, to assist the board in its planning in the event a sale of the Company did not occur or if such sale were to fail to be consummated in the future. The board instructed the financial advisors to continue with negotiations with the Buyer Group.

After the meeting on April 26, 2013, representatives of Morgan Stanley and BofA Merrill Lynch contacted representatives of the Buyer Group at the Company’s request, requesting that they raise their offer price to at least $48.00 per share and proposing the inclusion of a 30-day go shop period, a two-tier Company termination fee of 1% and 3% of equity value, respectively (based on whether the termination occurred due to a superior proposal with an excluded party who submitted an alternative proposal during the go shop period), a reverse termination fee of 8% of equity value. The representatives of Morgan Stanley and BofA Merrill Lynch also requested that the Buyer Group modify the efforts they would be obligated to make to obtain antitrust approvals under the terms of the merger agreement. Representatives of the Buyer Group responded later the same day, raising their offer to $45.75 per share and accepting a go shop period of 30 days, but proposing a single-tier Company termination fee of 3.5% of equity value without regard to whether the termination is due to a superior proposal from an excluded party, a reverse termination fee of 5% of equity value, and stating that they were not willing to modify their obligation to obtain antitrust approvals. The representatives of the Buyer Group also informed the representatives of Morgan Stanley and BofA Merrill Lynch that they would require a commitment by Elliott to vote in favor of a transaction. Later that day, representatives of Morgan Stanley and BofA Merrill Lynch re-engaged with the representatives of the Buyer Group, asking the Buyer Group to raise their offer to $46.50 per share of common stock and to accept a two-tier Company termination fee of 1.5% and 3% of equity value and a reverse termination fee of 6.5%. The representatives of Morgan Stanley informed the Buyer Group that the Company’s executive management team was prepared to forfeit their upcoming award of restricted stock units, scheduled for May 2013, in exchange for the Buyer Group raising its current price per share offer. The representatives of Morgan Stanley and BofA Merrill Lynch informed the representatives of the Buyer Group that a voting agreement with Elliott would be acceptable from the Company’s perspective, provided that Elliott’s obligation to vote in favor of the transaction would terminate in the event the Company were to enter into a superior proposal and terminate the merger agreement.

In the early morning of April 27, 2013, representatives from the Buyer Group contacted representatives of Morgan Stanley and BofA Merrill Lynch to propose a final offer of $46.25 per share, a two-tier Company termination fee of 2% and 3% of equity value, a reverse termination fee of 6% of equity value and the forfeiture of the Company’s executive management team’s restricted stock unit awards scheduled to be granted in May 2013.

Later on the morning of April 27, 2013, at a telephonic meeting of the board attended by certain members of management and representatives of Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton, the board discussed whether a financial sponsor would likely be able to offer more than the current offer of $46.25 per share. The board also discussed the request by the Buyer Group that, although any third party would be permitted to make a private proposal to acquire the Company after signing the merger agreement, any offers presented by participants in the Company’s recent sale process be subject to the higher Company termination fee, even if such a proposal arose during the go shop period. The financial advisors advised the board that, in light of the Company’s execution of two sale processes and the multiple public reports of the Company’s process, in their view it was unlikely that an offer would be presented by another financial sponsor or group of financial sponsors, and that the Company termination fee would likely not be an impediment to a strategic entity bidder if it wanted to make a competing offer to acquire the Company. Following a discussion, the board authorized its advisors to continue negotiations with the Buyer Group.

Later that same day, the Company’s ad-hoc planning committee met to discuss preparations for alternatives to a sale of the Company, including changes to the Company’s capital structure and strategies for mergers and acquisitions.

On April 28, 2013, a representative of Elliott indicated to a representative of Morgan Stanley that Elliott was interested in purchasing an equity interest in the surviving company as part of any transaction in which the Company were to be acquired by financial sponsors. The representative of Morgan Stanley indicated to the representative of Elliott that none of the potential interested buyers had indicated any need for additional equity contributions to facilitate a transaction, but that if Elliott were willing to participate on a basis that improved the transaction terms available to the Company’s stockholders that would be a matter worth further discussion. Representatives of Bain Capital and Golden Gate also indicated to a representative of Morgan Stanley that Elliott had made a similar expression of Elliott’s interest in purchasing an equity interest in the surviving company as part of any transaction in which the Company were to be acquired by the Buyer Group. Representatives of Bain Capital and Golden Gate indicated to Morgan Stanley that they were open to Elliott rolling over some of its shares, but that they required the Company’s consent to have discussions with Elliott pursuant to their existing confidentiality agreements with the Company. As part of the Voting Agreement with Elliott the Company granted such consent. The Company has since been informed by representatives of the Buyer Group that discussions between the Buyer Group and Elliott are on-going.

In the early morning of April 29, 2013, representatives of Wachtell Lipton sent a revised draft of the merger agreement and other transaction documents to Kirkland & Ellis. Later that morning, representatives of Kirkland & Ellis arrived at the offices of Wachtell Lipton. From April 30, 2013 through May 3, 2013, representatives from Wachtell Lipton and Kirkland & Ellis continued negotiations on the merger agreement and other transaction documents.

On May 2, 2013, at a special telephonic meeting of the board, attended by certain members of management and representatives of Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton, representatives of Wachtell Lipton discussed the key terms of the merger agreement with the board, including closing conditions, termination provisions, regulatory issues and the structure of the go shop period. A representative from BofA Merrill Lynch described the recommended process for the go shop period in the event the board determined to proceed with a transaction, including the projected timetable and strategic entities and financial sponsors it recommended for engagement. A representative from Morgan Stanley also discussed with the board the earlier communications Morgan Stanley had with representatives of Elliott, Bain Capital and Golden Gate, regarding Elliott’s interest in purchasing an equity interest in the Company as part of any transaction in which the Company were to be acquired by the Buyer Group.

The following day, on May 3, 2013, at a special telephonic meeting of the board, attended by certain members of management and representatives of Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton, the board discussed the proposed transaction with the Buyer Group. A representative from Wachtell Lipton discussed with the board its fiduciary duties under Delaware law in connection with the transaction. The representative from Wachtell Lipton then reviewed the current terms of the merger agreement and other transaction documents that had been negotiated. Next, representatives of Morgan Stanley reviewed for the board the analyses they had used in connection with the preparation of their fairness opinion. Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the board that, as of that date, and based upon and subject to the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the $46.25 per share merger consideration to be received by holders of shares of common stock (other than holders that are, or are affiliates of, investors or persons that have committed to, or will commit to, become investors directly or indirectly in Parent or any of Parent’s direct or indirect subsidiaries, including the Company), pursuant to the merger agreement was fair from a financial point of view to such holders. BofA Merrill Lynch then reviewed with the board its financial analysis of the merger consideration and delivered to the board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 3, 2013, to the effect that, as of that date and based on and subject to various

assumptions and limitations described in its opinion, the merger consideration to be received by holders of the Company’s common stock, was fair, from a financial point of view, to such holders. The full text of the written opinions of BofA Merrill Lynch and Morgan Stanley to the board, each dated May 3, 2013, are attached as Annex B and Annex C, respectively, to this proxy statement, and are described in more detail below under “The Merger (Proposal 1)—Opinion of BofA Merrill Lynch” and “The Merger (Proposal 1)—Opinion of Morgan Stanley & Co. LLC,” respectively. Upon a unanimous vote of the directors present at the meeting, the board approved the merger and the merger agreement, in substantially the form presented to the board, and resolved to recommend that the stockholders of the Company adopt the merger agreement. The board authorized the members of management to execute definitive transaction agreements on substantially the same terms as described to the board. Mr. Schaper, who had recused himself from deliberations relating to a potential transaction, was not present at the meeting, and did not vote. The board also determined to have its representatives move forward to negotiate a voting agreement, securing Elliott’s support for the transaction, as well as to finalize an amendment to the Company’s rights plan to ensure entry into the merger agreement and other agreements contemplated thereby, did not trigger the distribution of rights under the Company’s rights plan. The board then authorized the representatives of Morgan Stanley, BofA Merrill Lynch and Wachtell Lipton and management to proceed with the Buyer Group to finalize the merger agreement and the other transaction documents on the basis outlined in the meeting.

Following the board meeting, representatives of Wachtell Lipton and Kirkland & Ellis continued to finalize the transaction documents, and representatives of Wachtell Lipton, Kirkland & Ellis and Elliott finalized the terms of the proposed voting agreement with Elliott.

In the evening of May 4, 2013, the Buyer Group and the Company entered into a voting agreement with Elliott under which Elliott agreed to vote for the transaction, provided that a definitive merger agreement was entered into prior to 11:59 Pacific Time on May 6, 2013. The Company also amended its rights plan to provide that the merger agreement and the other agreements contemplated thereby, including the voting agreement, would not result in a distribution of rights under the Company’s rights plan.

On the morning of May 6, 2013, the parties executed the merger agreement and related transaction documents prior to the opening of the financial markets.

The merger agreement provides that after the execution and delivery of the merger agreement and until 11:59 p.m. (New York time) on June 5, 2013 (the “go shop period”), the Company and its subsidiaries and their respective representatives may initiate, solicit and encourage the making of alternative acquisition proposals, including by providing nonpublic information to, and participating in discussions and negotiations with, third parties in respect of alternative acquisition proposals.

On May 6, 2013 and in the days following, representatives of BofA Merrill Lynch contacted a number of potential strategic entities and financial sponsors that might have interest in making a proposal to acquire the Company. On May 6, 2013, two financial sponsors asked representatives of BofA Merrill Lynch for draft confidentiality agreements permitting them to engage with the Company in respect of the go shop period. The Company also sent waivers to the confidentiality agreements previously entered into with third parties to allow the submission of private proposals to the board. On May 14, 2013, one strategic entity asked representatives of BofA Merrill Lynch for a draft confidentiality agreement permitting them to engage with the Company in respect of the go shop period. From May 6 until May 21, 2013, the representatives of BofA Merrill Lynch contacted seven financial sponsors, two of which have executed confidentiality agreements with the Company, and nine strategic entities, none of which have executed a confidentiality agreement with the Company.

On May 10, 2013, the Company amended its rights plan to, among other things, extend its term to the close of business on February 11, 2014, which date is five days following the final end date provided for by the merger agreement.

The board evaluated, with the assistance of its legal and financial advisors, the merger agreement and the merger and (with Mr. Schaper recusing himself) unanimously recommended that the merger agreement, the merger and the other transactions contemplated thereby, were advisable, fair to, and in the best interests of the Company and its stockholders.

In the course of making the unanimous recommendation described above, the directors present considered the following positive factors relating to the merger agreement, the merger and the other transactions contemplated thereby, each of which the directors believed supported their decision:

In the course of reaching the determinations and decisions and making the recommendation described above, the board considered the following risks and potentially negative factors relating to the merger agreement, the merger and the other transactions contemplated thereby:

The foregoing discussion of the information and factors considered by the board includes the material factors considered by the board. In view of the variety of factors considered in connection with its evaluation of the merger, the board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The board (with Mr. Schaper recusing himself) recommended the merger agreement and the merger based upon the totality of the information it considered.

After careful consideration, the board (with Mr. Schaper having recused himself) has unanimously approved the merger agreement and determined that the merger agreement is advisable, fair to and in the best interests of the Company and its stockholders.

The board (with Mr. Schaper recusing himself) unanimously recommends that the stockholders of the Company vote “FOR” the proposal to adopt the merger agreement.

The Company has retained BofA Merrill Lynch to act as one of the Company’s financial advisors in connection with the merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Merrill Lynch to act as one of the Company’s financial advisors in connection with the merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the merger, its reputation in the investment community and its familiarity with the Company and its business.

On May 3, 2013, at a meeting of the board held to evaluate the merger, BofA Merrill Lynch delivered to the board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 3, 2013, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received by holders of the Company’s common stock was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch’s written opinion to the board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the board for the benefit and use of the board (in its capacity as such) in connection with and for purposes of its evaluation of the merger

consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company extrapolated public forecasts, BofA Merrill Lynch was advised by the Company, and assumed, that the Company extrapolated public forecasts were a reasonable basis upon which to evaluate the future financial performance of the Company. With respect to the Projections, BofA Merrill Lynch was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. BofA Merrill Lynch did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did it make any physical inspection of the properties or assets of the Company. BofA Merrill Lynch did not evaluate the solvency or fair value of the Company or Parent under any state, federal or other laws

relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of the Company, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company, Parent or the contemplated benefits of the merger.

BofA Merrill Lynch also assumed, at the direction of the Company, that the final executed merger agreement would not differ in any material respect from the draft merger agreement reviewed by BofA Merrill Lynch.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of the Company’s common stock and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the merger. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any related matter. Except as described above, the Company imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by BofA Merrill Lynch’s Americas Fairness Opinion Review Committee.

The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to the board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for the Company and the following twelve publicly traded companies in the software industry, which is where the Company operates:

BofA Merrill Lynch reviewed, among other things, per share equity values, based on closing stock prices on April 30, 2013, of the selected publicly traded companies as a multiple of projected calendar year 2013 and projected calendar year 2014 non-GAAP earnings per share, commonly referred to as EPS, or, with respect to CA, Inc. and Citrix Systems, Inc., estimated free cash flow per share, each such key valuation metric burdened by stock-based compensation. BofA Merrill Lynch also reviewed aggregate values, also referred to as enterprise value, of the selected publicly traded companies, calculated as equity values based on closing stock prices on April 30, 2013, plus debt, less cash, and referred to herein as AV, as a multiple of projected calendar year 2013 and projected calendar year 2014 earnings before interest, taxes, depreciation and amortization, but less capitalized software development cost and burdened by stock-based compensation, referred to herein as EBITDA. These multiples are referred to herein as P/KVM and AV/EBITDA, respectively.

BofA Merrill Lynch then applied the multiple ranges derived from the selected publicly traded companies, taking into account a regression analysis performed to evaluate the relationship between each such company’s P/KVM and AV/EBITDA multiples (other than Compuware due to the potential effect of media reports of a possible strategic transaction on its stock price), to the Company’s projected calendar year 2014 revenue growth, each burdened by stock-based compensation, and as estimated in the Company extrapolated public forecasts and the Projections. BofA Merrill Lynch highlighted its consideration of the financial data of CA, Inc. because of similarities between the Company and CA, Inc., and applied its multiples to the Company’s financial data on a standalone basis. The multiple ranges used, together with the implied per share equity reference ranges for the Company are set forth in the table below:

BofA Merrill Lynch then averaged the resulting value ranges to identify implied per share value ranges for the Company. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of the Company were based on each of the Company extrapolated public forecasts and the Projections. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the merger consideration:

No company used in this analysis, including CA, Inc., is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared.

In addition, at the request of the Company’s board of directors and for informational purposes only, BofA Merrill Lynch also performed an analysis substantially similar to the above, except that the metrics used in such additional analysis were unburdened by stock-based compensation. Such unburdened analysis indicated approximate implied per share equity value reference ranges for the Company of $37 - $45 based on the Company extrapolated public forecasts, $39 - $48 based on the Projections and $34 - $39 based on CA multiples. The multiple and value ranges used to determine such unburdened implied per share equity value reference ranges are set forth in the following table:

Present Value of Future Stock Price Analysis. BofA Merrill Lynch performed an analysis of the present value of the future stock price of the Company to calculate the estimated present value of the standalone stock price that the Company was forecasted to achieve in 2015 and 2016 based on each of the Company extrapolated public forecasts and the Projections. BofA Merrill Lynch applied the one year forward multiples derived from the projected fiscal year 2016 and projected fiscal year 2017 non-GAAP EPS or free cash flow per share, as applicable, and AV as a multiple of EBITDA of the selected publicly traded companies listed above, taking into account the regression analysis described above, to the Company’s projected fiscal year 2016 and projected fiscal year 2017 non-GAAP EPS and EBITDA, each burdened by stock-based compensation and as estimated in the Company extrapolated public forecasts and the Projections, then discounted to present value as of June 30, 2013 using a 10.5% cost of equity for the discount rate. The multiple ranges used, together with the implied per share equity references ranges for the Company are set forth in the table below:

BofA Merrill Lynch then averaged the resulting value ranges to identify implied per share value ranges. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of the Company were based on each of the Company extrapolated public forecasts and the Projections. This analysis indicated the following approximate implied per share equity value reference ranges for the Company as compared to the merger consideration:

In addition, at the request of the Company’s board of directors and for informational purposes only, BofA Merrill Lynch also performed an analysis substantially similar to the above, except that the metrics used in such additional analysis were unburdened by stock-based compensation. Such unburdened analysis indicated approximate implied per share equity value reference ranges for the Company of $36-$45 and $36-$44 for 2016 and 2017, respectively, based on the Company extrapolated public forecasts and $40-$49 and $39-$48 for 2016 and 2017, respectively, based on the Projections. The multiple and value ranges used to determine such unburdened implied per share equity value reference ranges are set forth in the following table:

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate during the Company’s fiscal years 2014 (from the period starting July 1, 2013) through March 31, 2017 based on each of the Company extrapolated public forecasts and the Projections. BofA Merrill Lynch calculated terminal values for the Company by applying terminal forward multiples of 7.0x – 9.0x, determined by taking into account the regression analysis described above, to the Company’s next twelve months EBITDA, burdened by stock-based compensation and as estimated in each of the Company extrapolated public forecasts and the Projections. The cash flows and terminal values were then discounted to present value as of June 30, 2013 using a discount rate of 9.0%, which was based on an estimate of the Company’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for the Company as compared to the merger consideration:

In addition, at the request of the Company’s board of directors and for informational purposes only, BofA Merrill Lynch also performed an analysis substantially similar to the above, but using EBITDA unburdened by stock-based compensation. Such unburdened analysis indicated approximate implied per share equity value reference ranges for the Company of $41-$51 based on the Company extrapolated public forecasts and $42-$53 based on the Projections.

Selected Precedent Technology Premiums Analysis. BofA Merrill Lynch reviewed, to the extent publicly available, premium information relating to transactions involving companies in the software industry, which is where the Company operates, announced from February 12, 2010 through November 1, 2012 with aggregate transaction values greater than $1 billion. Of twenty-two such transactions, thirteen were strategic buyer transactions and nine were financial buyer transactions. Using information from S&P Capital IQ, BofA Merrill Lynch calculated the premium over the target company’s closing stock price thirty days prior to the announcement of the transaction of the per share price paid in each selected transaction.

BofA Merrill Lynch then applied a range of calculated premiums from 23%-52% to the implied unaffected Company price per share of $37. BofA Merrill Lynch determined such unaffected price by (1) analyzing the results of the publicly traded company analysis detailed above, (2) analyzing changes in the Company’s share price as compared to changes in CA, Inc.’s share price and changes in the share prices of the selected publicly traded companies listed above, averaged as a group, from the start of the accumulation of Company common stock by Elliot, referred to herein as the Elliot accumulation, and the date on which the Company disclosed that Elliot had acquired an ownership stake in the Company and intended to initiate a proxy contest with respect to the Company’s 2012 annual meeting, referred to herein as the Elliot disclosure, (3) analyzing the change in the Company’s per share equity value as a multiple of its non-GAAP EPS and the Company’s AV as multiple of its EBITDA, each burdened by stock-based compensation, as compared to the comparable multiples of CA, Inc. and those of the selected publicly traded companies listed above, averaged as a group, from the start of the Elliot accumulation and the date of the Elliot disclosure, and (4) applying the Company’s AV as a multiple of EBITDA, burdened by stock-based compensation, at the start of the Elliot accumulation and the date of the Elliot disclosure to the Company extrapolated public forecasts and the Projections. BofA Merrill Lynch then applied its judgment in the weighting of the results of the foregoing.

Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of the Company were based on each of the Company extrapolated public forecasts and the Projections. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the merger consideration:

No company, business or transaction used in this analysis, including CA, Inc., is identical or directly comparable to the Company or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Company and the merger were compared.

In rendering its opinion, BofA Merrill Lynch also reviewed and considered other factors, including:

In addition, BofA Merrill Lynch estimated the price per share a hypothetical financial buyer would pay in a leveraged buyout of the Company. BofA Merrill Lynch assumed a financial buyer would complete the transaction by June 30, 2013, seek to achieve a target rate of return of 17.5% to 25.0%, exit by March 31, 2017 and raise debt of 7.0x the Company’s EBITDA for the last twelve months, unburdened by stock-based compensation. BofA Merrill Lynch also assumed the Company’s leverageable EBITDA included $60 million of credit for announced restructuring, $20 million of annual cost savings during the projection period, at the direction of and as approved by the Company’s management, and the repatriation of $700 million of offshore cash. To estimate the value of the Company at exit, BofA Merrill Lynch applied terminal forward EBITDA multiples of 7.0x-9.0x, determined taking into account the regression analysis described above, to the estimated FY2018 EBITDA, burdened by stock-based compensation, and adjusted the projected future AV by the net debt of the Company on March 31, 2017. The resulting estimated per share prices ranged from $42-$49 based on the Company extrapolated public forecasts and from $42-$51 based on the Projections, as compared to the $46.25 merger consideration. In addition, at the request of the Company’s board of directors and for informational purposes only, BofA Merrill Lynch also performed an analysis substantially similar to the above, but using EBITDA unburdened by stock-based compensation. The resulting estimated per share prices ranged from $42-$50 based on the Company extrapolated public forecasts and from $42-$52 based on the Projections.

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to the board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, of the merger consideration and were provided to the board in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not

purport to be appraisals or to reflect the prices at which the Company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of the Company.

The type and amount of consideration payable in the merger was determined through negotiations between the Company and Parent, rather than by any financial advisor, and was approved by the board. The decision to enter into the merger agreement was solely that of the board. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by the board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the board or management with respect to the merger or the merger consideration.

The Company has agreed to pay BofA Merrill Lynch for its services in connection with the merger an aggregate fee currently estimated to be approximately $25 million , $1 million of which was payable upon the rendering of its opinion and the remainder of which is contingent upon the completion of the merger. The Company also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any affiliates of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and each other person controlling BofA Merrill Lynch or any of its affiliates against specified liabilities relating to the engagement, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, Parent and certain of their respective affiliates, including Bain Capital LLC, referred to herein as Bain, Golden Gate Capital, referred to herein as Golden Gate, Insight, GICSI, and their respective affiliates and portfolio companies.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Company and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as administrative agent, lead arranger and bookrunner for, and as a lender (including, as applicable, a swing-line lender) under, certain term loans and other credit arrangements of the Company, (ii) having acted as a joint bookrunner on various high-grade registered debt offerings of the Company, and (iii) having provided or providing certain treasury and trade management products or services and certain derivatives and foreign exchange trading services to the Company. In addition, BofA Merrill Lynch and certain of its affiliates maintain significant commercial (including vendor and/or customer) relationships with the Company. From January 1, 2011 through April 30, 2013, BofA Merrill Lynch and its affiliates received or derived, directly or indirectly, aggregate revenues from the Company and/or its subsidiaries for commercial, corporate and investment banking services of approximately $26.5 million.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Bain, Golden Gate, Insight and GICSI, and certain of their respective affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to Bain and Golden Gate and certain of their respective affiliates and/or portfolio companies in connection with mergers and acquisitions transactions, (ii) having acted or acting as joint arranger and joint bookrunner for, and a lender to, Bain and Golden Gate and certain of their respective affiliates and/or portfolio

companies in connection with the financing for various acquisition transactions; (iii) having acted or acting as administrative agent, collateral agent, arranger and bookrunner for, and/or a lender (including, in certain cases, a letter of credit lender and a swing line lender) under, certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of certain affiliates and/or portfolio companies of each of Bain, Golden Gate, Insight and GICSI; (iv) having acted or acting as underwriter, initial purchaser and placement agent for various public offerings (including initial, follow-on and secondary offerings) and private placements of equity, equity-linked and debt securities undertaken by certain affiliates and/or portfolio companies of each of Bain and Golden Gate; (v) having acted as an agent in connection with a consent solicitation of a portfolio company of Golden Gate and as a dealer-manager and solicitation agent of a debt tender offer of a portfolio company of Bain; (vi) having provided or providing certain derivatives and foreign exchange trading services to certain affiliates and/or portfolio companies of Bain, Golden Gate, Insight and GICSI; and (vii) having provided or providing certain treasury and trade services and products to certain affiliates and/or portfolio companies of each of Bain, Golden Gate and Insight. In addition, BofA Merrill Lynch and certain of its affiliates maintain significant commercial (including vendor and/or customer) relationships with certain affiliates and portfolio companies of Bain. From January 1, 2011 through April 30, 2013, BofA Merrill Lynch and its affiliates received or derived, directly or indirectly, aggregate revenues from Bain, Golden Gate, Insight and GICSI and entities that BofA Merrill Lynch understands may be Bain’s, Golden Gate’s, Insight’s and GICSI’s affiliates and portfolio companies for commercial, corporate and investment banking services of approximately $430 million.

Morgan Stanley was retained by the board to act as its financial advisor in connection with the proposed merger. The board selected Morgan Stanley to act as one of its financial advisors based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the business and affairs of the Company. On May 3, 2013, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the board that, as of that date, and based upon and subject to the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the $46.25 per share merger consideration to be received by holders of shares of common stock (other than holders that are, or are affiliates of, investors or persons that have committed to, or will commit to, become investors directly or indirectly in Parent or any of Parent’s direct or indirect subsidiaries, including the Company), which we refer to as the “holders,” pursuant to the merger agreement was fair from a financial point of view to such holders.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company, and that formed a substantial basis for its opinion. Morgan Stanley further relied upon the assurances of the management of the Company that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections, Morgan Stanley assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management of the future financial performance of the Company. In addition, Morgan Stanley assumed that the merger would be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay in any terms or conditions and that Parent would obtain the required financing in accordance with the terms set forth in the commitment letters. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transactions, or whether or not such alternative business transactions could be achieved or are available. In connection with Morgan Stanley’s engagement and at the direction of the board of the Company, Morgan Stanley was requested to approach, and held discussions with, selected third parties to solicit indications of interest in the possible acquisition of the Company. Morgan Stanley’s opinion is limited to and addresses only the fairness, from a financial point of view, as of the date of the opinion, of the merger consideration to be received by the holders pursuant to the merger agreement. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley, as of the date of its opinion, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its opinion to the board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection

with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing its financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized two sets of financial projections including (1) the Projections (as described under “Projected Financial Information”) and (2) the Company extrapolated public forecasts (as described under “Projected Financial Information”).

Morgan Stanley reviewed the historical trading range of shares of common stock for the 52 week period ending April 30, 2013. Morgan Stanley noted that, during this time period, the closing trading price of common stock ranged from a low of $35 per share to a high of $48 per share. Morgan Stanley noted that the merger consideration to be received by the holders of common stock pursuant to the merger agreement is $46.25 per share.

Morgan Stanley reviewed undiscounted stock price targets for the shares of common stock prepared and published by eleven equity research analysts that had been published during the time period from January 29, 2013 to April 15, 2013. These undiscounted stock price targets for the shares of common stock as of April 15, 2013 ranged from a low of $34 per share to a high of $52 per share, with a mean of $44 per share. In order to better compare the equity research analysts’ stock price targets with the merger consideration, Morgan Stanley discounted such undiscounted stock price targets to present value to June 30, 2013 by applying a discount rate of 10.5%, which discount rate was selected based on Morgan Stanley’s professional judgment and taking into consideration, among other things, the Company’s assumed cost of equity calculated utilizing a capital asset pricing model, which is a financial valuation method that takes into account both returns in equity markets generally and relative volatility in a company’s common stock. This analysis indicated an implied range of equity values for common stock of $31 per share to $47 per share. Morgan Stanley noted that the merger consideration to be received by the holders of common stock pursuant to the merger agreement is $46.25 per share.

The published equity research analysts’ stock price targets do not necessarily reflect current market trading prices for common stock and are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

Morgan Stanley performed a comparable company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared, using publicly available information, certain current and historical financial information for the Company corresponding to current and historical financial information, ratios and public market multiples for publicly–traded companies in the software industry that have certain similar business and operating characteristics. The following list sets forth the twelve selected publicly–traded comparable companies that were reviewed in connection with this analysis, which we refer to as the “comparable companies”:

The comparable companies were chosen based on Morgan Stanley’s knowledge of the software industry and because they have businesses that may be considered similar to the Company. Although none of the comparable companies are identical or directly comparable to the Company, the comparable companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to the Company.

Morgan Stanley calculated and reviewed, among other things, the following statistics for comparative purposes:

For purposes of its analysis, Morgan Stanley calculated the P/KVM and AV/EBITDA multiples for each of the comparable companies. The analysis resulted in the following multiple reference ranges:

Due to the operating and financial variability across the group of comparable companies, Morgan Stanley performed a regression analysis to evaluate the relationship between each of the P/KVM and AV/EBITDA multiples for the comparable companies (excluding Compuware due to the impact that media reports of a possible strategic transaction may have had on its stock price) and the forecasted revenue growth of such companies, in each case as reflected by consensus equity research analyst estimates (the “Regression Analysis”). Morgan Stanley noted that the Regression Analysis indicated, in the case of each the P/KVM and AV/EBITDA multiples, a statistically significant relationship between the respective valuation multiple and the forecasted growth rate.

Based on an application of the Regression Analysis to the Company’s forecasted revenue growth rates in each of the Company extrapolated public forecasts and Projections, as applicable, and Morgan Stanley’s professional judgment and experience, Morgan Stanley selected representative multiple ranges and applied these ranges of multiples to the relevant Company financial statistic for CY2013 and CY2014. Based on this analysis, Morgan Stanley derived the following average range of implied equity values per share for the Company: