webMethods Letterhead] April 18, 2007
[webMethods Letterhead]
April 18, 2007
Dear Stockholder:
We are pleased to inform you that on April 4, 2007,
webMethods, Inc. (“webMethods”) entered
into an Agreement and Plan of Merger (the “Merger
Agreement”) with Software AG (“Software
AG”) and Wizard Acquisition, Inc., a wholly-owned
indirect subsidiary of Software AG
(“Offeror”).
Pursuant to the terms of the Merger Agreement, Offeror has
commenced a cash tender offer (the
“Offer”) to purchase all of the issued
and outstanding shares of webMethods’ common stock
(“Common Stock”), at a per share price
of $9.15, net to the seller in cash (the “Common
Offer Price”) without interest thereon, less any
required withholding taxes, upon the terms and subject to the
conditions set forth in the Offeror’s Offer to Purchase and
related materials accompanying this letter. Unless subsequently
extended, the Offer is currently scheduled to expire at 12:00
midnight, New York City time, on May 15, 2007. Following
the successful completion of the Offer, Offeror will be merged
into webMethods (the “Merger”), and all
shares of Common Stock not purchased in the Offer (other than
shares held by dissenting stockholders, if applicable) will be
entitled to receive the Common Offer Price per share of Common
Stock.
The webMethods board of directors (the
“Board”) has unanimously:
(1) determined that the Merger Agreement and the
transactions contemplated thereby, including the Offer and the
Merger, are advisable and fair to, and in the best interests of,
webMethods and webMethods’ stockholders; and
(2) approved and adopted the Merger Agreement and the terms
and conditions thereof and the transactions contemplated
thereby, including the Offer and the Merger. Accordingly, the
Board recommends that you accept the Offer and tender your
shares to Offeror pursuant to the Offer.
In arriving at its recommendations, the Board gave careful
consideration to a number of factors that are described in the
enclosed
Schedule 14D-9,
including, among other things, the opinion of Bear,
Xxxxxxx & Co. Inc., dated April 4, 2007, to the
effect that, as of that date and based upon and subject to the
qualifications and conditions set forth in the written opinion,
the consideration of $9.15 in cash per share of Common Stock was
fair, from a financial point of view, to holders of Common
Stock, excluding Software AG and its affiliates.
Also accompanying this letter is a copy of the Offer to Purchase
and related materials, including a letter of transmittal for use
in tendering your shares to Offeror pursuant to the Offer. These
documents set forth the terms and conditions of the Offer and
provide instructions as to how to tender your shares to Offeror
pursuant to the Offer. We urge you to read each of the
enclosed materials carefully.
Very truly yours,
/s/ Xxxxx
X. Xxxxxxxx
|
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer