TOGETHERSOFT CORPORATIONMerger Agreement • January 9th, 2003 • Borland Software Corp • Services-prepackaged software
On October 29, 2002, TogetherSoft Corporation (“TogetherSoft”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Borland Software Corporation (“Borland”), Targa Acquisition Corp. I, a wholly owned subsidiary of Borland (“Merger Sub I”), Targa Acquisition Corp. II, a wholly owned subsidiary of Borland (“Merger Sub II”), Peter Coad, as primary stockholders’ agent (“Primary Stockholders’ Agent”), and Kurt Jaggers, as secondary stockholders’ agent. The Merger Agreement provides for the merger of Merger Sub I with and into TogetherSoft (“Merger I”), immediately followed by the merger of TogetherSoft with and into Merger Sub II (“Merger II,” and together with Merger I, the “Mergers”). If the Mergers are completed, the separate corporate existence of TogetherSoft will cease, and you will become a stockholder of Borland. TogetherSoft’s board of directors believes that the Mergers are in the best interests of TogetherSoft and its stockholders, and rec
