Peritus Software Services Announces It Has Executed an Agreement and Plan of Merger with Rocket Software, Inc.

Apr 18, 2001, 01:00 ET from Peritus Software Services, Inc.

    WESTBOROUGH, Mass., April 18 /PRNewswire/ -- Peritus Software Services,
 Inc. (OTC: PTUS.OB), a provider of solutions for software maintenance
 technology and services, today announced it has executed an Agreement and Plan
 of Merger with Rocket Software, Inc. ("Rocket") and Rocket Acquisition
 Company, Inc.  The Company had previously announced on March 28, 2001 that it
 had received a non-binding offer from Rocket.  Rocket currently owns
 10,000,000 shares of the Company's common stock representing 36.6% of the
 total outstanding shares of 27,319,903.
     Under the terms of the Agreement, Rocket Acquisition Company, a subsidiary
 of Rocket, would be merged into Peritus.  All Peritus shareholders other than
 Rocket would be paid $0.19 per share in cash in exchange for their Peritus
 shares.
     The Agreement provides that the transaction must be completed before June
 30, 2001 and that the Company must have at least $4,810,000 in cash at closing
 after subtraction of the lesser of $840,000 or the actual transaction costs.
 Completion of the transaction is subject to approval by the holders of a
 majority of Peritus' outstanding Common Stock, obtaining the requisite third
 party and governmental consents and other customary closing conditions.
     This press release may contain certain forward-looking statements, which
 involve risks and uncertainties.  The Company's actual results could differ
 materially from those anticipated in those forward looking statements as a
 result of various factors, including the risks described in the Company's
 Annual Report on Form 10-K for the year ended December 31, 2000 and other
 public filings made by Peritus with the Securities and Exchange Commission,
 which factors are incorporated herein by reference.  From time to time, the
 Company may also provide oral and or written forward-looking statements in
 other materials it releases to the public.  The Company does not assume any
 obligation to update any of the forward-looking statements it makes.
 
     Important Information and Where to Find It
     Peritus Software Services, Inc. plans to file a proxy statement with the
 Securities and Exchange Commission relating to its proposed business
 combination with Rocket Software, Inc.  Investors and stockholders are urged
 to read the proxy statement when it becomes available, because it will contain
 important information about Peritus, the proposed business combination with
 Rocket Software and related matters.  When the proxy statement is completed,
 Peritus plans to send it to its stockholders to seek their approval of the
 proposed business combination.  A free copy of the proxy statement (when it is
 filed) and other documents filed by Peritus with the SEC are available for
 free at the SEC's web site at http://www.sec.gov.  Peritus' stockholders may
 also obtain the proxy statement and other documents without charge by
 directing a request to Peritus Software Services, Inc., Attention:  Ronald C.
 Garabedian, 112 Turnpike Road, Suite 111, Westborough, Massachusetts  01581,
 Telephone:  (508) 870-0963.  Peritus, Rocket Software, their respective
 directors, executive officers and employees and certain other persons may be
 deemed to be participants in the solicitation of proxies from Peritus'
 stockholders to approve the proposed business combination between Peritus and
 Rocket Software.  These individuals may have interests in the proposed
 business combination, some of which may differ from or may be in addition to
 those of Peritus' stockholders generally.  A description of the participants
 in the solicitation, and their relevant affiliations and interests, will be
 contained in Peritus' proxy statement with respect to the proposed business
 combination with Rocket Software, when it is filed with the SEC.
 
     About Peritus
     Founded in 1991, Peritus Software Services, Inc. offers products and
 services that enable organizations to improve the productivity, effectiveness
 and quality of the software evolution process.  The Peritus Software Asset
 Maintenance (SAM) offerings enable organizations to transform the maintenance
 process into an efficient, cost-effective discipline that boosts productivity
 and performance.  Peritus is headquartered in Westborough, MA.
 
     Peritus is a registered trademark of Peritus Software Services, Inc.
 
     About Rocket
     Founded in 1990, Rocket Software, Inc. is a software engineering
 organization providing enterprise class software products and services.
 Rocket is headquartered in Natick, MA.
 
      Contact:  Ronald C. Garabedian
                Vice President and Treasurer
                Peritus Software Services, Inc.
                Phone:  508-870-0963
                Fax:  508-870-0764
                E-mail:  rgarabedian@peritus.com
 
 

SOURCE Peritus Software Services, Inc.
    WESTBOROUGH, Mass., April 18 /PRNewswire/ -- Peritus Software Services,
 Inc. (OTC: PTUS.OB), a provider of solutions for software maintenance
 technology and services, today announced it has executed an Agreement and Plan
 of Merger with Rocket Software, Inc. ("Rocket") and Rocket Acquisition
 Company, Inc.  The Company had previously announced on March 28, 2001 that it
 had received a non-binding offer from Rocket.  Rocket currently owns
 10,000,000 shares of the Company's common stock representing 36.6% of the
 total outstanding shares of 27,319,903.
     Under the terms of the Agreement, Rocket Acquisition Company, a subsidiary
 of Rocket, would be merged into Peritus.  All Peritus shareholders other than
 Rocket would be paid $0.19 per share in cash in exchange for their Peritus
 shares.
     The Agreement provides that the transaction must be completed before June
 30, 2001 and that the Company must have at least $4,810,000 in cash at closing
 after subtraction of the lesser of $840,000 or the actual transaction costs.
 Completion of the transaction is subject to approval by the holders of a
 majority of Peritus' outstanding Common Stock, obtaining the requisite third
 party and governmental consents and other customary closing conditions.
     This press release may contain certain forward-looking statements, which
 involve risks and uncertainties.  The Company's actual results could differ
 materially from those anticipated in those forward looking statements as a
 result of various factors, including the risks described in the Company's
 Annual Report on Form 10-K for the year ended December 31, 2000 and other
 public filings made by Peritus with the Securities and Exchange Commission,
 which factors are incorporated herein by reference.  From time to time, the
 Company may also provide oral and or written forward-looking statements in
 other materials it releases to the public.  The Company does not assume any
 obligation to update any of the forward-looking statements it makes.
 
     Important Information and Where to Find It
     Peritus Software Services, Inc. plans to file a proxy statement with the
 Securities and Exchange Commission relating to its proposed business
 combination with Rocket Software, Inc.  Investors and stockholders are urged
 to read the proxy statement when it becomes available, because it will contain
 important information about Peritus, the proposed business combination with
 Rocket Software and related matters.  When the proxy statement is completed,
 Peritus plans to send it to its stockholders to seek their approval of the
 proposed business combination.  A free copy of the proxy statement (when it is
 filed) and other documents filed by Peritus with the SEC are available for
 free at the SEC's web site at http://www.sec.gov.  Peritus' stockholders may
 also obtain the proxy statement and other documents without charge by
 directing a request to Peritus Software Services, Inc., Attention:  Ronald C.
 Garabedian, 112 Turnpike Road, Suite 111, Westborough, Massachusetts  01581,
 Telephone:  (508) 870-0963.  Peritus, Rocket Software, their respective
 directors, executive officers and employees and certain other persons may be
 deemed to be participants in the solicitation of proxies from Peritus'
 stockholders to approve the proposed business combination between Peritus and
 Rocket Software.  These individuals may have interests in the proposed
 business combination, some of which may differ from or may be in addition to
 those of Peritus' stockholders generally.  A description of the participants
 in the solicitation, and their relevant affiliations and interests, will be
 contained in Peritus' proxy statement with respect to the proposed business
 combination with Rocket Software, when it is filed with the SEC.
 
     About Peritus
     Founded in 1991, Peritus Software Services, Inc. offers products and
 services that enable organizations to improve the productivity, effectiveness
 and quality of the software evolution process.  The Peritus Software Asset
 Maintenance (SAM) offerings enable organizations to transform the maintenance
 process into an efficient, cost-effective discipline that boosts productivity
 and performance.  Peritus is headquartered in Westborough, MA.
 
     Peritus is a registered trademark of Peritus Software Services, Inc.
 
     About Rocket
     Founded in 1990, Rocket Software, Inc. is a software engineering
 organization providing enterprise class software products and services.
 Rocket is headquartered in Natick, MA.
 
      Contact:  Ronald C. Garabedian
                Vice President and Treasurer
                Peritus Software Services, Inc.
                Phone:  508-870-0963
                Fax:  508-870-0764
                E-mail:  rgarabedian@peritus.com
 
 SOURCE  Peritus Software Services, Inc.

RELATED LINKS

http://www.peritus.com