BMC Software Extends Cash Tender Offers for Its 4.25% Notes Due 2022 and 4.50% Notes Due 2022

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BMC Software
Sep. 08, 2013 11:23
HOUSTON--(Korea Newswire)--BMC Software, Inc. (Nasdaq:BMC) (the “Company” or “BMC Software”) announced today that it has extended the expiration date for its previously announced tender offers (the “Tender Offers”) to purchase for cash any and all of its issued and outstanding 4.25% Notes due 2022 (the “4.25% Notes”) and 4.50% Notes due 2022 (the “4.50% Notes” and, together with the 4.25% Notes, the “Notes”) upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement (the “Statement”) and the accompanying Letter of Transmittal and Consent (the “Letter of Transmittal”), each dated as of July 18, 2013. The Tender Offers are being made in connection with the Agreement and Plan of Merger, dated as of May 6, 2013, by and among the Company, Boxer Parent Company Inc., a Delaware corporation (“Parent”) and Boxer Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), as amended from time to time, pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation (such transaction, the “Acquisition”).

The Tender Offers, previously scheduled to expire at 5:00 p.m. New York City time on August 15, 2013, and subsequently extended to expire at 5:00 p.m. New York City time on September 5, 2013, will now expire at 5:00 p.m. New York City time on September 9, 2013 (such time and date, as may be extended, the “Expiration Date”). The Tender Offers remain subject to all previously announced terms and conditions.

As of 5:00 p.m., New York City time, on September 5, 2013, $453,809,000 aggregate principal amount of 4.25% Notes, representing 90.76% of the 4.25% Notes, were tendered and $270,274,000 aggregate principal amount of 4.50% Notes, representing 90.09% of the 4.50% Notes, were tendered.

This press release constitutes an amendment to the Statement and Letter of Transmittal. Except as set forth herein, the complete terms and conditions of the Tender Offers remain the same as set forth in the Statement and Letter of Transmittal previously distributed to eligible holders of the Notes.

Holders of the Notes may obtain copies of the Statement and the related Letter of Transmittal from the Information Agent and Tender Agent, D.F. King and Co., Inc., at (212) 269-5550 (collect, for banks and brokers only) and (800) 967-4604 (toll free).

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offers will only be made pursuant to the terms of the Statement and the related Letter of Transmittal.

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Additional Information and Where to Find It

Investors and security holders may obtain a free copy of documents filed by BMC Software with the SEC at the SEC‘s website at http://www.sec.gov. In addition, investors and security holders may obtain a free copy of BMC Software’s filings with the SEC from BMC Software's website at http://investors.bmc.com/sec.cfm or by directing a request to: BMC Software, Inc., 2101 CityWest Blvd., Houston, Texas 77042-2827, Attn: Investor Relations, (713) 918-1805.

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