Progress Software Buys Savvion Inc.

01/11/2010

Progress Software Corporation (NASDAQ: PRGS), a leading software provider that enables enterprises to be operationally responsive announced today at its Global Field Operations Conference the acquisition of Savvion Inc., a privately held business enterprise software company based in Santa Clara, California, for approximately $49 million, net of cash acquired.

Savvion is a pioneering and leading provider of Business Process Management (BPM) technology with 15 years of market experience. The company offers a comprehensive, standards-based BPM suite that helps more than 300 of the world’s top-performing companies – including 24 of the ‘Fortune 100’ – automate and continuously improve critical business processes.

Richard D. Reidy, president and chief executive officer, Progress Software said: “We believe that achieving operational responsiveness has become a business imperative, enabling businesses to achieve the highest level of operational performance. Our acquisition of Savvion enhances our goal to provide unprecedented business visibility, responsiveness and business process improvement, coupled with the highest degree of data integrity and integration.”

Dr. John Bates, Progress Software’s chief technology officer and head of corporate development added: “The Savvion BPM suite is a perfect fit for Progress because it offers leading capabilities for business process modeling and execution. The suite also uniquely includes other integrated key capabilities, including business rules management, document management, an event engine and an analytics engine.”

Dr. Bates continued: “In addition, Savvion has developed powerful industry-specific BPM solutions for financial services, communications, healthcare, life sciences, energy and manufacturing industries in which, Progress already has a broad customer base that will benefit from these capabilities. Each Savvion solution features pre-built business processes and dashboards based on industry best practices. These solutions are proven to accelerate customer deployments with a high return on investment (ROI) and a low total cost of ownership (TCO).”

Sandep Phanasgaonkar, president and CTO, Reliance Capital noted: “The Savvion BPM suite has quick deployment time. Reliance reduced turnaround time and increased adherence to

SLAs after implementing the Savvion BPM solution. Savvion helped create an 86% reduction in policy generation time. Our ROI was realized in less than six months.”

According to Maureen Fleming, program director of IDC's business process management and middleware research service: “As enterprises increase their focus on operational responsiveness – and most of them are -- there is a need to build event-driven systems that adapt continuously to current and trending business conditions. We call these 'business navigation systems,' which converge visibility, event processing and BPM software. Vendors offering all three capabilities as a system are in a much stronger position to partner with their customers to build these new types of high value applications."

The combination of Progress Software’s Business Event Processing (BEP), Business Transaction Assurance (BTA) and Integration portfolio, coupled with the Savvion BPM suite better enables enterprises to achieve the highest levels of operational responsiveness. With this set of solutions, enterprises can:

Ensure efficient execution of business processes by detecting system bottle-necks through visibility into process transactions and resolving; Capture, analyze and respond to opportunities and threats to the business through business event processing in real-time; Easily integrate existing disparate systems and processes; and, Achieve end-to-end business process visibility to detect and resolve any system bottlenecks and exceptions ensuring every business process is completed successfully.

Dr. M. Ketabchi, president, chief executive officer and founder, Savvion, said: “Since 1994, Savvion has pioneered the development and practical use of BPM for business-critical applications. Today, many large enterprises – primarily in telecommunications, financial services, manufacturing, and government – are using our innovative and robust technology. We are delighted Savvion customers will now have access to all the complementary, best-in-class products that Progress Software offers as well as Progress’ significantly larger global sales, services and support teams.”

In connection with the acquisition, Progress expects to issue equity awards consisting of an aggregate of approximately 110,000 shares to six Savvion employees who have joined Progress as part of the acquisition. These awards will consist of a combination of options to purchase Progress common stock and restricted stock units. The awards will be made pursuant to Progress’ 2004 Inducement Stock Plan and are subject to the approval of the Compensation Committee of Progress’ Board of Directors. Progress may issue additional equity awards in the future to other Savvion employees who have joined Progress as part of the acquisition.

Revised Business Outlook

Progress Software is providing the following guidance, which reflects the anticipated impact from the acquisition of Savvion, for the fiscal year ending November 30, 2010:

GAAP revenue is expected to be in the range of $538 million to $548 million. Revenue, on a non-GAAP basis, is expected to be in the range of $540 million to $550 million. GAAP diluted earnings per share are expected to be in the range of 93 cents to $1.23. On a non-GAAP basis, diluted earnings per share are expected to be in the range of $2.16 to $2.28. Progress Software is providing the following guidance, which reflects the anticipated impact from the acquisition of Savvion, for the first fiscal quarter ending February 28, 2010:

GAAP revenue is expected to be in the range of $124 million to $128 million. Revenue, on a non-GAAP basis, is expected to be in the range of $125 million to $129 million. GAAP diluted earnings per share are expected to be in the range of a loss of 20 cents to a loss of 1 cent. On a non-GAAP basis, diluted earnings per share are expected to be in the range of 44 cents to 46 cents. The outlook for the non-GAAP amounts excludes the amortization of acquired intangibles, stock-based compensation, purchase accounting adjustments for deferred revenue, restructuring charges and acquisition-related expenses.

Legal Notice Regarding Non-GAAP Financial Information

The company provides non-GAAP revenue, operating income, net income and earnings per share as additional information for investors. These measures are not in accordance with, or an alternative to, generally accepted accounting principles in the United States (GAAP). Such measures are intended to supplement GAAP and may be different from non-GAAP measures used by other companies. The company believes that the non-GAAP results described in this release are useful for an understanding of its ongoing operations and provide additional detail and an alternative method of assessing its operating results. Management of the company uses these non-GAAP results to compare the company's performance to that of prior periods for analysis of trends and for budget and planning purposes. A reconciliation of non-GAAP adjustments to the company's GAAP financial results is included below.

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