CA to Acquire Nimsoft

ISLANDIA, N.Y. and REDWOOD CITY, Calif., March 10 /PRNewswire-FirstCall/ --

• All-Cash Transaction Valued at $350 Million
• Acquisition of Leading Provider of Performance and Availability Monitoring Solutions Expands CA's Presence in Emerging Enterprise and MSP Markets
• Webcast Today at 4:45 p.m. ET

CA Inc., (Nasdaq: CA) today announced it has signed a definitive agreement to acquire privately-held Nimsoft, Inc.--a leading provider of IT performance and availability monitoring solutions for emerging enterprises and Managed Service Providers (MSPs)--in an all-cash transaction valued at $350 million.  

The acquisition significantly extends CA's ability to meet the unique IT management needs of emerging enterprises and MSPs, both of which are playing leading roles in the growth of cloud computing.  CA estimates that emerging enterprises, which it categorizes as organizations with annual revenues from $300 million to $2 billion, will account for approximately a quarter of the software spending in CA's market space by 2013.  By leveraging Nimsoft's market expertise and technology, CA expects to add an entirely new set of customers to its base, which historically has been comprised of large enterprises.

Nimsoft's technology and go-to-market approach also will leverage CA's presence in growing international markets--where the Company expects cloud computing and hosted/managed services to play a central role in business development.

"With our planned acquisition of Nimsoft, CA will be equipped to capture several important growth market segments--including emerging enterprises, emerging national economies, and the MSPs who are providing these customers with IT management services via the cloud," said Chris O'Malley, CA's executive vice president, Cloud Products and Solutions Business Line.  "Penetration of these markets will further expand our global leadership in IT management and complement our existing strength with large enterprise customers."

Nimsoft Unified Monitoring Solution

The Nimsoft Unified Monitoring™ solution is designed to allow MSPs complete visibility into the performance and availability of their customers' business applications across both internal and external IT infrastructures.  Its broad capabilities and easy deployment and automated maintenance make it an optimal solution for MSPs. Its automated implementation can help accelerate time-to-value and its advanced features are specifically designed to streamline monitoring of a wide range of business applications for multiple customers--advantages that MSPs around the world are leveraging to improve service, expand offerings, and boost margins.  

Nimsoft has developed monitoring and reporting solutions for public cloud and on-demand offerings like Google Apps™ for Business, The Rackspace Cloud™, Amazon Web Services™ and EC2, Salesforce.com, as well as internal applications, databases, and physical and virtual server environments.

Today's announcement follows CA's recent acquisitions of Cassatt, NetQoS and Oblicore and the planned acquisition of 3Tera.

"As the way organizations deploy business services continues to shift, the way they manage those services must also shift," said Dennis Callaghan, senior analyst at The 451 Group.  "CA's acquisition of Nimsoft--following its other recent acquisitions in the cloud computing space--demonstrates that CA is expanding its capabilities to meet the needs of its existing enterprise customers while also stepping up to address those of the emerging enterprise and MSP sectors."

The acquisition also will extend CA's leadership position in the Service Assurance market segment, offering one of the most comprehensive suites of IT monitoring and management solutions in the industry.  These solutions provide IT organizations with complete insight into application behaviors and infrastructure health, helping them to ensure the reliability of critical business services and optimally utilize available hardware capacity.  

Nimsoft was originally established as Nimbus Software in 1998 and renamed Nimsoft in 2004.  It has approximately 800 customers, including nearly 300 MSPs and operates primarily in the United States and Europe.  CA intends to work closely with Nimsoft's robust network of MSPs, hosting providers, outsourcing providers and partners to penetrate emerging markets.

"CA and Nimsoft are a perfect match," said Gary Read, Nimsoft president and CEO, who will be joining CA.  "We are joining a company that wrote the book on enterprise management.  We're bringing a very strong track record of success in the hosted and managed services segment and with mid-market enterprises.  CA clearly shares our commitment to address customers' evolving requirements for the management of their IT systems, including their move to virtualization and the cloud."

Nimsoft's operations will report under CA's Cloud Products and Solutions Business Line.  It is anticipated that the majority of Nimsoft's approximately 120 employees will remain with CA after the completion of the transaction, which is expected to close by the end of CA's fourth fiscal quarter, ending March 31, 2010.

The acquisition is expected to have minimal impact on fiscal year 2010 results and to be dilutive to earnings per share in fiscal year 2011.

For the latest news and updates about this acquisition, please visit http://www.ca.com/nimsoft.

Conference Call

CA will hold a conference call to discuss the strategic acquisition at 4:45p.m. ET today.  Individuals can access the call via webcast at http://ca.com/invest, or by calling 1-888-378-4439. The international participant number is 1-719-325-2212. The webcast will be archived on the website.

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About CA

CA (Nasdaq: CA), the world's leading independent IT management software company, helps customers optimize IT for better business results. CA's Enterprise IT Management solutions for mainframe and distributed computing enable Lean IT--empowering organizations to more effectively govern, manage and secure their IT operations. For more information, visit www.ca.com.

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About Nimsoft

Nimsoft is the first provider of Unified Monitoring™ solutions for virtualized datacenters, hosted and managed services, cloud platforms, and SaaS resources. The Nimsoft Unified Monitoring architecture eliminates the need to deploy a new monitoring solution for outsourced services, public or private clouds, or SaaS implementations. About 800 customers use Nimsoft Unified Monitoring solutions, including both mid-market and global organizations such as Amway Corporation, Barclays Capital, Casual Male, European Medicines Agency (EMEA), Ladbrokes, TriNet, and hundreds of leading hosting, Cloud and Managed Service Providers such as 1&1, CDW, Hitachi, and Rackspace.  For more information, visit www.nimsoft.com or to see Nimsoft Unified Monitoring in action, visit the Nimsoft public portal at www.unifiedmonitoring.com

Trademarks

Copyright © 2010 CA. All Rights Reserved. One CA Plaza, Islandia, N.Y. 11749. Nimsoft and Nimsoft Unified Monitoring are trademarks or registered trademarks of Nimsoft Inc. Google and Google Apps are trademarks of Google Inc. The Rackspace Cloud is a trademark of Rackspace US, Inc. Amazon Web Services and Amazon EC2, are trademarks or registered trademarks of Amazon Web Services LLC. Salesforce.com is a trademark or registered trademark of Salesforce.com, Inc. in the United States and other countries. All other trademarks, trade names, service marks and logos referenced herein belong to their respective companies. CA does not provide legal advice. No software product referenced herein serves as a substitute for your compliance with any laws (including but not limited to any act, statute, regulation, rule, directive, standard, policy, administrative order, executive order, and so on (collectively, "Laws")) referenced herein or any contract obligations with any third parties. You should consult with competent legal counsel regarding any such Laws or contract obligations.

Cautionary Statement Regarding Forward-Looking Statements

We have assessed and will continue to assess the impact on our business of the general economic downturn and the related impact on the financial services sector in particular. Approximately one third of our revenue comes from arrangements with financial institutions (i.e., banking, brokerage and insurance companies). The majority of these arrangements are for the renewal of mainframe capacity and maintenance associated with transactions processed by such financial institutions. While we cannot predict what impact there may be on our business from further consolidation of the financial industry sector, or the impact from the economy in general on our business, to date the impact has not been material to our balance sheet, results of operations or cash flows. The vast majority of our subscription and maintenance revenue in any particular reporting period comes from contracts signed in prior periods, generally pursuant to contracts ranging in duration from three to five years.

Certain statements in this communication (such as statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) constitute "forward-looking statements" that are based upon the beliefs of, and assumptions made by, the Company's management, as well as information currently available to management. These forward-looking statements reflect the Company's current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: global economic factors or political events beyond the Company's control; general economic conditions, including concerns regarding a global recession and credit constraints, or unfavorable economic conditions in a particular region, industry or business sector; impact of revenue recognition accounting policies on operating results; failure to expand channel partner programs; ability to adequately manage and evolve financial reporting and managerial systems and processes; ability to successfully integrate acquired companies and products into existing businesses; competition in product and service offerings and pricing; ability to retain and attract qualified key personnel; rapid technological and market changes; dependence on third party operating systems and software; use of software from open source code sources; discovery of errors in the Company's software and potential product liability claims; significant amounts of debt and possible future credit rating changes; the failure to protect the Company's intellectual property rights and source code; the timing of orders from customers and channel partners; reliance upon large transactions with customers; sales to government customers; breaches of the Company's software products and the Company's and customers' data centers and IT environments; lack of market growth in key product areas; use of third party microcode; third party claims of intellectual property infringement or royalty payments; fluctuations in foreign currencies; failure to successfully execute restructuring plans and related sales model changes; successful outsourcing of various functions to third parties; potential tax liabilities; and these factors and the other factors described more fully in the Company's filings with the Securities and Exchange Commission.  The Company assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

SOURCE CA