Sybase Announces Filing of Its Annual Report and an Amendment to Its Registration Statement Relating to Its Exchange Offer for NEON Shares

Apr 04, 2001, 01:00 ET from Sybase, Inc.

    EMERYVILLE, Calif., April 4 /PRNewswire/ -- Sybase, Inc. (Nasdaq: SYBS)
 announced today that on April 2, 2001, it filed its annual report on Form 10-K
 relating to its year ended December 31, 2000.
     (Photo:  http://www.newscom.com/cgi-bin/prnh/20001013/SYBSLOGO )
     In addition, Sybase announced today that it has filed an amendment to its
 registration statement on Form S-4 relating to shares of Sybase common stock
 to be issued by Sybase in its exchange offer through Neel Acquisition Corp.
 ("Neel"), its wholly-owned subsidiary, to acquire all of the outstanding
 shares of common stock of New Era of Networks, Inc. (Nasdaq: NEON) and the
 subsequent merger of Neel into NEON.
     The amendments to Sybase's registration statement include:  (i) the
 incorporation by reference of Sybase's report on Form 10-K for the year ended
 December 31, 2000 and certain other documents recently filed by NEON and
 Sybase; (ii) updated historical financial information and pro forma financial
 statements and other related financial information based in part upon the
 financial statements of Sybase for the year ended December 31, 2000; and
 (iii) certain other changes required by the SEC pursuant to its review of the
 registration statement.
     Pursuant to the exchange offer, Sybase will exchange 0.3878 of a share of
 Sybase common stock for each outstanding share of NEON common stock that is
 validly tendered and not properly withdrawn.  The offer and withdrawal rights
 will expire at 12:00 midnight, New York City time, on April 11, 2001, unless
 extended.
     NEON stockholders are urged to read the prospectus and the
 solicitation/recommendation statement relating to the offer and the merger.
 These documents contain important information.  NEON stockholders can obtain
 these documents, as well as the Sybase and NEON documents that are
 incorporated by reference in the prospectus, for free at the Securities and
 Exchange Commission's web site at http://www.sec.gov.  These documents are
 also available from Sybase without charge upon request to its information
 agent, Corporate Investor Communications, Inc., 111 Commerce Road, Carlstadt,
 NJ 07072, 201-896-1900 or call toll-free 866-241-2788.
 
     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.
     Forward Looking Statements: The documents referenced in the above news
 release contain forward-looking statements regarding Sybase's projected
 financial results, including revenues, margins and earnings, and the impact of
 the proposed acquisition of NEON on such projections.  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.
     Additional Information: We urge investors and security holders to read the
 following documents, including any amendments that may be made to them,
 because they will contain important information about Sybase, NEON, the
 proposed acquisition and related matters:
 
    -- Sybase's preliminary prospectus, prospectus supplements, final
 prospectus, and tender offer materials.
     -- Sybase's Registration Statement on Form S-4 and Schedule TO containing
 or incorporating by reference such documents and other information.
     -- NEON's Solicitation/Recommendation Statement on Schedule 14D-9.
 
     These documents and amendments to these documents have or will be filed
 with the U.S. Securities and Exchange Commission.  In addition to these
 documents, Sybase and NEON file annual, quarterly and special reports, proxy
 statements and other information with the SEC.  You may read and copy any
 reports,    statements and other information filed by Sybase and NEON at the
 SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
 or at the SEC's other public reference rooms in New York, New York and
 Chicago, Illinois.  Please call the SEC at 800-SEC-0330 for further
 information on public reference rooms.  Sybase's and NEON's filings with the
 SEC are also available to the public from commercial document-retrieval
 services and the Web site maintained by the SEC at http://www.sec.gov . You
 may also obtain for free each of these documents (when available) from
 Sybase's information agent, Corporate Investor Communications, Inc., 111
 Commerce Road, Carlstadt, New Jersey 07072, toll-free at 866-241-2788.
 
     Filed by Sybase, Inc.
     Pursuant to Rule 425 under the Securities Act of 1933
     Subject Company:  New Era of Networks, Inc.
     Commission File No. 000-22043
 
 

SOURCE Sybase, Inc.
    EMERYVILLE, Calif., April 4 /PRNewswire/ -- Sybase, Inc. (Nasdaq: SYBS)
 announced today that on April 2, 2001, it filed its annual report on Form 10-K
 relating to its year ended December 31, 2000.
     (Photo:  http://www.newscom.com/cgi-bin/prnh/20001013/SYBSLOGO )
     In addition, Sybase announced today that it has filed an amendment to its
 registration statement on Form S-4 relating to shares of Sybase common stock
 to be issued by Sybase in its exchange offer through Neel Acquisition Corp.
 ("Neel"), its wholly-owned subsidiary, to acquire all of the outstanding
 shares of common stock of New Era of Networks, Inc. (Nasdaq: NEON) and the
 subsequent merger of Neel into NEON.
     The amendments to Sybase's registration statement include:  (i) the
 incorporation by reference of Sybase's report on Form 10-K for the year ended
 December 31, 2000 and certain other documents recently filed by NEON and
 Sybase; (ii) updated historical financial information and pro forma financial
 statements and other related financial information based in part upon the
 financial statements of Sybase for the year ended December 31, 2000; and
 (iii) certain other changes required by the SEC pursuant to its review of the
 registration statement.
     Pursuant to the exchange offer, Sybase will exchange 0.3878 of a share of
 Sybase common stock for each outstanding share of NEON common stock that is
 validly tendered and not properly withdrawn.  The offer and withdrawal rights
 will expire at 12:00 midnight, New York City time, on April 11, 2001, unless
 extended.
     NEON stockholders are urged to read the prospectus and the
 solicitation/recommendation statement relating to the offer and the merger.
 These documents contain important information.  NEON stockholders can obtain
 these documents, as well as the Sybase and NEON documents that are
 incorporated by reference in the prospectus, for free at the Securities and
 Exchange Commission's web site at http://www.sec.gov.  These documents are
 also available from Sybase without charge upon request to its information
 agent, Corporate Investor Communications, Inc., 111 Commerce Road, Carlstadt,
 NJ 07072, 201-896-1900 or call toll-free 866-241-2788.
 
     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.
     Forward Looking Statements: The documents referenced in the above news
 release contain forward-looking statements regarding Sybase's projected
 financial results, including revenues, margins and earnings, and the impact of
 the proposed acquisition of NEON on such projections.  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.
     Additional Information: We urge investors and security holders to read the
 following documents, including any amendments that may be made to them,
 because they will contain important information about Sybase, NEON, the
 proposed acquisition and related matters:
 
    -- Sybase's preliminary prospectus, prospectus supplements, final
 prospectus, and tender offer materials.
     -- Sybase's Registration Statement on Form S-4 and Schedule TO containing
 or incorporating by reference such documents and other information.
     -- NEON's Solicitation/Recommendation Statement on Schedule 14D-9.
 
     These documents and amendments to these documents have or will be filed
 with the U.S. Securities and Exchange Commission.  In addition to these
 documents, Sybase and NEON file annual, quarterly and special reports, proxy
 statements and other information with the SEC.  You may read and copy any
 reports,    statements and other information filed by Sybase and NEON at the
 SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
 or at the SEC's other public reference rooms in New York, New York and
 Chicago, Illinois.  Please call the SEC at 800-SEC-0330 for further
 information on public reference rooms.  Sybase's and NEON's filings with the
 SEC are also available to the public from commercial document-retrieval
 services and the Web site maintained by the SEC at http://www.sec.gov . You
 may also obtain for free each of these documents (when available) from
 Sybase's information agent, Corporate Investor Communications, Inc., 111
 Commerce Road, Carlstadt, New Jersey 07072, toll-free at 866-241-2788.
 
     Filed by Sybase, Inc.
     Pursuant to Rule 425 under the Securities Act of 1933
     Subject Company:  New Era of Networks, Inc.
     Commission File No. 000-22043
 
 SOURCE  Sybase, Inc.

RELATED LINKS

http://www.sybase.com