DBMS Client/Server Connection - August 1995 DBMS Client/Server Connection - August 1995On June 6, 1995, IBM Corp. (Armonk, N.Y.) made a cash tender offer for all of the outstanding common shares and preferred share purchase rights of Lotus Development Corp. (Cambridge, Mass.) at a price of $60 per common share. (On June 5, Lotus stock was trading at $32 per share.) On June 11, IBM upped the offer to $64 per share, swaying Lotus' executives who had resisted the takeover. The tender offer was initiated by White Acquisition Corp., a subsidiary of IBM that was created for the transaction. Lotus has approximately 55 million shares outstanding, so the transaction has a total equity value of about $3.5 billion. Because Lotus executives have resisted merger proposals from IBM in the past, IBM had taken legal action to eliminate Lotus' "poison pill" and other anti-takeover provisions.
In a letter to Lotus Chairperson, President, and CEO Jim P. Manzi, IBM Chairperson and CEO Louis V. Gerstner Jr. stated that the merger "is truly a win/win opportunity for IBM and Lotus shareholders, employees, and customers. With IBM's financial resources, technological expertise, and unmatched customer base, Lotus will have greater opportunities for growth and expansion.ý Our intent is to keep Lotus intact and managed out of its current headquarters in Cambridge and to make Lotus primarily responsible for key, complementary IBM software products." IBM appears to be most interested in Lotus Notes as a strategic offering. The addition of Notes gives IBM the leadership position in the market for collaborative, client/server applications. IBM Corp., 800-426-3333.
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Computer Associates (CA) International Inc. (Islandia, N.Y.) and Legent Corp. (Herndon, Va.) entered into a definitive agreement in May, providing for CA's acquisition of Legent through a cash tender offer. A CA subsidiary will purchase all outstanding shares of Legent's common stock at $47.95 per share. The deal is expected to finalize in July.
Both CA's and Legent's boards of directors have unanimously approved the definitive agreement. "This is a win/win for our shareholders and clients," said Legent Chairperson and CEO Jerre Stead.
According to CA Chairperson and CEO Charles B. Wang, the acquisition of Legent will accelerate the momentum CA has been building in client/server computing over the past few years. Legent brings its family of database management tools and database migration products to CA's table. Computer Associates International Inc., 516-342-5224.
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Sybase Inc. (Emeryville, Calif.) held its annual International User Group Conference in May, and highlighted new capabilities and an integration strategy for Enterprise Messaging Services (EMS). EMS is messaging technology that provides access to corporate data via wired and wireless networks. Developed by Complex Architectures, a company acquired in February 1995, EMS has been on the market for more than three years.
Version 3.1 of EMS is a message-based communications management environment that handles the underlying communications, providing transparent bidirectional, asynchronous message transfer across a network. Key components include: EMS API; Event Manager, which manages routing and message queuing; Communications Agents, which handle the data link and physical layer requirements of each network, protocol, device, or communications facility; and Communications Manager, which formats queued messages into packets for the Communications Agents.
As announced at the conference, Sybase plans to introduce two enhanced versions of the EMS communications environment: EMS 3.2, due to ship in the third quarter of 1995, will feature enhanced performance and additional Communications Agents; and EMS 4.0, expected in early 1996, will include an embedded authentication feature and SMP support. Also, Sybase plans to integrate EMS into its Open Client and Open Server APIs.
Sybase also held a competition to honor companies that are breaking new ground in the deployment of effective data warehousing environments. The winner, Chase Bankcard Services, currently has a 175GB data warehouse with 30 users, based on an MPP architecture using Sybase Navigation Server. The warehouse contains 48 months of credit card history, and is expected to grow to 600GB and 300 users by the end of the year. Sybase Inc., 510-922-3500.
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Servio Corp. (Beaverton, Ore.) announced in June that it has changed its name to GemStone Systems Inc. GemStone is the name of the company's flagship product, a Smalltalk-based application server. (GemStone was originally positioned as an ODBMS.) According to Doug Pollack, GemStone's vice president of marketing, "The identification with GemStone represents our total commitment to the object application server market. We have essentially reinvented our company as the provider of a key technology for building and deploying partitioned client/server applications with object technology."
The company also announced the immediate availability of version 4.1 of GemStone, which supports Windows NT. New features include: smaller transaction log files, higher transaction commit rates, automated security features, faster sorting and querying, and enhanced GemStone Smalltalk Interface transparency. Version 4.1 also adds support for IBM Smalltalk and Visual Age. GemStone Systems Inc., 503-629-8383.
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ParcPlace Systems Inc. (Sunnyvale, Calif.) and Digitalk Inc. (Santa Ana, Calif.) announced in May that they have signed a definitive agreement to merge the two companies. The new company will be named ParcPlace-Digitalk Inc.
Under the terms of the agreement, ParcPlace will issue 3.8 million shares of common stock in exchange for all of the stock and options of Digitalk, which is privately held. The transaction is expected to be a tax-free reorganization and will be accounted for as a "pooling of interests." The two companies together have approximately 350 employees, and had a combined revenue of $55 million in fiscal year 1994.
ParcPlace customers will gain access to host platform look-and-feel, Cobol and CICS wrappers, and mainframe connectivity. Digitalk customers will gain access to additional computing platforms, including Unix servers, native database connections, and analysis tools. ParcPlace Systems Inc., 408-481-9090; Digitalk Inc., 714-513-3000.