Progress Software To Complete Non-Core Divestments Ahead of Plan; Micro Focus to Buy Orbix, Artix, Orbacus Lines

  Progress Software To Complete Non-Core Divestments Ahead of Plan; Micro
  Focus to Buy Orbix, Artix, Orbacus Lines

Business Wire

BEDFORD, Mass. -- December 24, 2012

Progress  Software Corporation (NASDAQ: PRGS) today announced that it has
signed a definitive agreement to sell its Orbix, Artix and Orbacus product
lines to Micro Focus International plc. The total consideration to be received
by Progress is $15 million plus the assumption by Micro Focus of the
liabilities associated with these product lines.

Once finalized, the divestiture of these product lines will enable the company
to complete the divestiture of its 10 non-Core product lines ahead of
schedule, leaving the company to focus its innovation on a core portfolio of
software products that address IT challenges in the rapidly growing cloud, big
data, mobility and analytics markets. Taken together, the total sales price
for all divested products and products under agreement to be divested is
approximately $130 million.

The transaction is subject to customary closing conditions and is expected to
be completed in January 2013. Terms were not disclosed. Upon completion,
Progress will have divested all 10 of the 10 non-Core product lines that it
announced in April 2012.

Pacific Crest Securities LLC is serving as Progress’ financial advisor with
respect to the transaction and Wilmer Cutler Pickering Hale and Dorr LLP is
serving as Progress’ legal counsel.

About Micro Focus

Micro Focus, a member of the FTSE 250, provides innovative software that
allows companies to dramatically improve the business value of their
enterprise applications. Micro Focus Enterprise Application Modernization,
Testing and Management software enables customers' business applications to
respond rapidly to market changes and embrace modern architectures with
reduced cost and risk. For additional information please visit
www.microfocus.com.

About Progress Software Corporation

Progress Software Corporation (NASDAQ: PRGS) is a global software company that
simplifies the development, deployment and management of business applications
on-premise or on any Cloud, on any platform and on any device with minimal IT
complexity and low total cost of ownership. Progress Software can be reached
at www.progress.com or 1-781-280-4000.

Actional, DataXtend, Fuse, Progress, Savvion, Shadow and Sonic are trademarks
or registered trademarks of Progress Software Corporation or one of its
subsidiaries or affiliates in the U.S. and other countries. Any other
trademarks contained herein are the property of their respective owners.

Forward-Looking Statements

This press release contains statements that are “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Progress
has identified some of these forward-looking statements with words like
“believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,”
“plan,” “target,” “anticipate” and “continue,” the negative of these words,
other terms of similar meaning or the use of future dates. Forward-looking
statements in this press release include, but are not limited to, statements
regarding Progress’s strategic plan and the expected timing for completion;
and the components of that plan including product divestitures; and other
statements regarding the future operation, direction and success of Progress’s
business. There are a number of factors that could cause actual results or
future events to differ materially from those anticipated by the
forward-looking statements, including, without limitation: (1) Progress’s
ability to realize the expected benefits and cost savings from its strategic
plan; (2) market acceptance of Progress’s strategic plan and product
development initiatives; (3) disruption caused by implementation of the
strategic plan and related restructuring and divestitures on relationships
with employees, customers, ISVs, other channel partners, vendors and other
business partners; (4) pricing pressures and the competitive environment in
the software industry and Platform-as-a-Service market; (5) Progress’s ability
to complete the proposed product divestitures in a timely manner, at favorable
prices or at all; (6) Progress’s ability to make technology acquisitions and
to realize the expected benefits and anticipated synergies from such
acquisitions; (7) the continuing weakness in the U.S. and international
economies, which could result in fewer sales of Progress’s products and/or
delays in the implementation of Progress’s strategic plan and may otherwise
harm Progress’s business; (8) business and consumer use of the Internet and
the continuing adoption of Cloud technologies; (9) the receipt and shipment of
new orders; (10) Progress’s ability to expand its relationships with channel
partners and to manage the interaction of channel partners with its direct
sales force; (11) the timely release of enhancements to Progress’s products
and customer acceptance of new products; (12) the positioning of Progress’s
products in its existing and new markets; (13) variations in the demand for
professional services and technical support; (14) Progress’s ability to
penetrate international markets and manage its international operations; and
(15) changes in exchange rates. For further information regarding risks and
uncertainties associated with Progress’s business, please refer to Progress’s
filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended November 30, 2011, as amended,
and Quarterly Reports on Form 10-Q for the fiscal quarter ended February 29,
2012, May 31, 2012 and August 31, 2012. Progress undertakes no obligation to
update any forward-looking statements, which speak only as of the date of this
press release.

Contact:

Progress Software Corporation
Investors:
Tom Barth, +1 781-280-4135
tobarth@progress.com
or
Press:
Rick Lacroix, +1 781-280-4604
rlacroix@progress.com
 
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