EXHIBIT (a)(5)
[LOGO]
July 21, 1999
To Our Stockholders:
On behalf of the Board of Directors of Information Advantage, Inc. (the
"Company"), we wish to inform you that on July 15, 1999, the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Sterling
Software, Inc. and Sterling Software Acquisition Corp., its wholly owned
subsidiary, pursuant to which Sterling Software Acquisition Corp. today has
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares (the "Shares") of the Common Stock of the Company at $6.50 per share.
Under the Merger Agreement, the Offer will be followed by a merger (the
"Merger") in which any remaining shares of the Common Stock of the Company will
be converted into the right to receive $6.50 per share in cash, without
interest (except any Shares as to which the holder has properly exercised
dissenter's rights of appraisal). Stockholders owning approximately 24.8% of
the Company's outstanding Shares have agreed to endorse the transaction.
Your Board of Directors has unanimously (with one director absent) determined
that the Offer and Merger are fair and in the best interests of the Company and
its stockholders and has approved the Offer and Merger; and the Board of
Directors recommends that the stockholders of the Company accept the Offer and
tender their Shares pursuant to the Offer.
In arriving at its recommendation, the Board of Directors gave
careful consideration to the factors described in the attached
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
that is being filed today with the Securities and Exchange Commission. Among
other things, the Board of Directors considered the opinion of its financial
advisor, BancBoston Xxxxxxxxx Xxxxxxxx, Inc., that the consideration to be
received by the holders of Shares in the Offer and Merger is fair to such
holders from a financial point of view.
In addition to the attached Schedule 14D-9, enclosed also is the Offer to
Purchase dated July 21, 1999, together with related materials, including a
Letter of Transmittal to be used for tendering your certificates representing
Shares in the Offer. These documents state the terms and conditions of the
Offer and the Merger and provide instructions as to how to tender your Shares.
We urge you to read these documents carefully in making your decision with
respect to tendering your shares pursuant to the Offer.
On behalf of the Board of Directors
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
President and Chief Executive
Officer
