Sybase Announces Completion of Subsequent Offering Period for NEON Exchange Offer

E-Business Leader to Complete Merger in Q2



SYNOPSIS:



-- The subsequent offering period for the New Era of Networks, Inc. (NEON)

exchange offer has ended

-- Approximately 4,913,620 shares of NEON common stock were validly

tendered during this subsequent offering period

-- Sybase holds an aggregate of approximately 79.82 percent of NEON

-- To date, approximately 11,471,028 shares of Sybase common stock have

been issued in exchange for NEON common stock

-- Sybase intends to acquire the remaining shares of NEON in a long-form

merger expected to be completed in the second quarter



Apr 27, 2001, 01:00 ET from Sybase, Inc.

    EMERYVILLE, Calif., April 27 /PRNewswire/ -- Sybase, Inc., (Nasdaq:   SYBS)
 today announced the expiration of the previously announced subsequent offering
 period for the exchange offer by a wholly-owned subsidiary of Sybase to
 exchange 0.3878 of a share of Sybase common stock for each of the outstanding
 shares of common stock of New Era of Networks, Inc. (Nasdaq:   NEON).
     (Photo:  http://www.newscom.com/cgi-bin/prnh/20001013/SYBSLOGO )
     The subsequent offering period expired, as scheduled, at 12:00 midnight
 New York City time on Thursday, April 26, 2001.  Based on information provided
 by the exchange agent for the exchange offer, approximately 4,913,620 shares
 of NEON common stock were validly tendered during the subsequent offering
 period, including shares that were subject to notices of guaranteed delivery
 presented during the initial exchange offer period.  This represents
 approximately 13.26 percent of the outstanding shares of NEON common stock.
 These shares, together with the shares tendered during the initial exchange
 offer, bring Sybase's ownership of NEON to approximately 29,579,754 shares or
 approximately 79.82 percent of the outstanding shares of NEON common stock.
 Sybase has issued to date, approximately 11,471,028 shares of Sybase common
 stock in exchange for NEON common stock.
     Sybase intends to acquire the remaining outstanding shares of NEON common
 stock pursuant to a long-form merger of its wholly-owned subsidiary with and
 into NEON as soon as practicable, following notice to and approval of the NEON
 stockholders.  The company currently anticipates the long-form merger will be
 completed before the end of the second quarter.  Sybase intends to vote the
 shares of NEON common stock that it owns in favor of the merger.  As a result
 of the merger, the remaining outstanding shares of NEON common stock (except
 for shares held by Sybase or any of its subsidiaries) will be converted into
 the right to receive 0.3878 of a share of Sybase common stock and NEON will
 thereby become a wholly-owned subsidiary of Sybase.
     Following the merger, Sybase will send stockholders of NEON who did not
 tender their shares in the exchange offer, instructions as to how to exchange
 their shares of NEON common stock into Sybase common stock as merger
 consideration.
 
     About Sybase, Inc.
     Sybase provides enterprise-class software solutions that fuel e-business
 and enable access to information anytime, anyplace.  With its industry-leading
 Enterprise Portal, mobile and wireless and vertical market solutions, Sybase
 is one of the largest global independent software companies in the world.  For
 more information, visit the Sybase Web site:  www.sybase.com.
 
     About New Era of Networks, Inc.
     NEON enables e-Business with a suite of products designed to overcome the
 inherent "language barriers" of a company's various applications, systems,
 platforms, and protocols.  By allowing these disparate operations to share
 information and "talk" with one another -- as well as the Internet-businesses
 can automate end-to-end processes seamlessly, profiting from Internet speed
 and increased volume.  For more information, visit the NEON Web site:
 www.neonsoft.com.
 
     Forward Looking Statement:  The above news release contains
 forward-looking statements regarding the merger of Sybase and NEON.  These
 statements involve risks and uncertainties.  Actual results may not be
 realized, or may vary materially from results that may be discussed in these
 forward-looking statements.  Factors that may affect actual results include
 the risks inherent in completing the acquisition of NEON on a timely basis, if
 at all, the successful integration of NEON into Sybase's business, the timely
 development and market acceptance of the products and services of the combined
 companies, Sybase's ability to remain competitive in a highly competitive and
 rapidly changing marketplace, and the other risks detailed from time to time
 in each company's periodic reports filed with the Securities and Exchange
 Commission, including, but not limited to, Sybase's report on Form 10-K for
 the fiscal year ended December 31, 2000.
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X11687833
 
 

SOURCE Sybase, Inc.
    EMERYVILLE, Calif., April 27 /PRNewswire/ -- Sybase, Inc., (Nasdaq:   SYBS)
 today announced the expiration of the previously announced subsequent offering
 period for the exchange offer by a wholly-owned subsidiary of Sybase to
 exchange 0.3878 of a share of Sybase common stock for each of the outstanding
 shares of common stock of New Era of Networks, Inc. (Nasdaq:   NEON).
     (Photo:  http://www.newscom.com/cgi-bin/prnh/20001013/SYBSLOGO )
     The subsequent offering period expired, as scheduled, at 12:00 midnight
 New York City time on Thursday, April 26, 2001.  Based on information provided
 by the exchange agent for the exchange offer, approximately 4,913,620 shares
 of NEON common stock were validly tendered during the subsequent offering
 period, including shares that were subject to notices of guaranteed delivery
 presented during the initial exchange offer period.  This represents
 approximately 13.26 percent of the outstanding shares of NEON common stock.
 These shares, together with the shares tendered during the initial exchange
 offer, bring Sybase's ownership of NEON to approximately 29,579,754 shares or
 approximately 79.82 percent of the outstanding shares of NEON common stock.
 Sybase has issued to date, approximately 11,471,028 shares of Sybase common
 stock in exchange for NEON common stock.
     Sybase intends to acquire the remaining outstanding shares of NEON common
 stock pursuant to a long-form merger of its wholly-owned subsidiary with and
 into NEON as soon as practicable, following notice to and approval of the NEON
 stockholders.  The company currently anticipates the long-form merger will be
 completed before the end of the second quarter.  Sybase intends to vote the
 shares of NEON common stock that it owns in favor of the merger.  As a result
 of the merger, the remaining outstanding shares of NEON common stock (except
 for shares held by Sybase or any of its subsidiaries) will be converted into
 the right to receive 0.3878 of a share of Sybase common stock and NEON will
 thereby become a wholly-owned subsidiary of Sybase.
     Following the merger, Sybase will send stockholders of NEON who did not
 tender their shares in the exchange offer, instructions as to how to exchange
 their shares of NEON common stock into Sybase common stock as merger
 consideration.
 
     About Sybase, Inc.
     Sybase provides enterprise-class software solutions that fuel e-business
 and enable access to information anytime, anyplace.  With its industry-leading
 Enterprise Portal, mobile and wireless and vertical market solutions, Sybase
 is one of the largest global independent software companies in the world.  For
 more information, visit the Sybase Web site:  www.sybase.com.
 
     About New Era of Networks, Inc.
     NEON enables e-Business with a suite of products designed to overcome the
 inherent "language barriers" of a company's various applications, systems,
 platforms, and protocols.  By allowing these disparate operations to share
 information and "talk" with one another -- as well as the Internet-businesses
 can automate end-to-end processes seamlessly, profiting from Internet speed
 and increased volume.  For more information, visit the NEON Web site:
 www.neonsoft.com.
 
     Forward Looking Statement:  The above news release contains
 forward-looking statements regarding the merger of Sybase and NEON.  These
 statements involve risks and uncertainties.  Actual results may not be
 realized, or may vary materially from results that may be discussed in these
 forward-looking statements.  Factors that may affect actual results include
 the risks inherent in completing the acquisition of NEON on a timely basis, if
 at all, the successful integration of NEON into Sybase's business, the timely
 development and market acceptance of the products and services of the combined
 companies, Sybase's ability to remain competitive in a highly competitive and
 rapidly changing marketplace, and the other risks detailed from time to time
 in each company's periodic reports filed with the Securities and Exchange
 Commission, including, but not limited to, Sybase's report on Form 10-K for
 the fiscal year ended December 31, 2000.
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X11687833
 
 SOURCE  Sybase, Inc.

RELATED LINKS

http://www.sybase.com