Dell and Quest Software today announced they have entered into a
definitive agreement for Dell to acquire Quest, an award-winning IT
management software provider offering a broad selection of
solutions that solve the most common and most challenging IT
problems.
Dell recently announced the formation of its Software Group to
build upon its existing software expertise. The Dell Software Group
will add to Dell’s enterprise solutions capability, accelerate
strategic growth and further differentiate the company from
competitors by increasing its solutions portfolio with Dell-owned
intellectual property.
Quest’s family of software solutions and key technologies are
strongly aligned with Dell’s software strategy. The acquisition
provides critical components to expand Dell’s software capabilities
in systems management, security, data protection and workspace
management. In addition, Quest’s software portfolio is highly
complementary to Dell’s scalable design approach to develop
solutions that scale with customer needs. Some examples
include:
- The Quest One Identity and Access
Management solution family adds to Dell’s very strong set of
security assets with SonicWALL and Secureworks, creating a
comprehensive set of security solutions to address important
customer needs.
- Quest’s Performance Monitoring
solutions for applications, networks and databases address a
rapidly growing need for our customers. Industry analysts have
consistently ranked Quest Foglight as a leading application
performance monitoring solution. Businesses of all sizes are
looking to reduce their IT complexity and automate workloads for
their IT departments. Customers worldwide leverage Foglight to
continually monitor their IT environments, proactively identifying
and remedying performance issues before they become bigger
problems.
- Quest’s Windows Server Management
solutions complement Dell Services’ rapidly growing application
modernization practice with recently acquired Clerity Solutions and
Make Technologies.
- Effective database management is
critical to the successful operation of most organizations. Quest’s
Database Management capabilities offer a strong complement to
Dell’s enterprise offering. Today, millions of DBAs, developers,
and analysts around the world rely on Quest’s database management
tools to simplify their work.
Quest has a diversified software portfolio and generated $857
million in global revenue based on its fiscal year 2011 results at
gross margins of 86 percent and operating margins of 11 percent.
Quest supports heterogeneous and next-generation virtualized
environments across leading platform vendors. The addition of
Quest, including its 1,500 software sales experts and 1,300
software developers, to Dell’s existing software expertise in
systems management, security and cloud integration, is the
foundation of a $1.2 billion software business, based on annual
revenue.
Quest, established in 1987, is headquartered in Aliso Viejo,
Calif. and serves more than 100,000 customers worldwide, including
87 percent of the Fortune 500. The company has approximately 3,850
employees and operates 60 offices in 23 countries.
Quotes
“The addition of Quest will enable Dell to deliver more
competitive server, storage, networking and end user computing
solutions and services to customers,” said John Swainson,
president, Dell Software Group. “Quest’s suite of industry-leading
software products, highly-talented team members and unique
intellectual property will position us well in the largest and
fastest growing areas of the software industry. We intend to build
upon the strong momentum Quest brings to Dell.”
“Clearly, Dell’s distribution, reach and brand are well
recognized in the industry. Combine that with Quest’s software
expertise and award-winning systems management products and you
have a very powerful combination for our customers and partners,”
said Vinny Smith, chairman and chief executive officer of Quest
Software. “With this transaction, Quest’s products and employees
become the foundation for Dell’s critical software business.”
A financial analyst call with Dave Johnson, senior vice
president, Dell Corporate Strategy; John Swainson, president, Dell
Software Group; Brian Gladden, chief financial officer, Dell; and
Vinny Smith, chairman and chief executive officer, Quest Software;
will be webcast live today at 8:45 a.m. Central Time and archived
at www.dell.com/investor
Terms and Closing
Under terms of the agreement, approved by the boards of
directors of both companies, Dell will pay $28.00 per share in cash
for each share of Quest for an aggregate purchase price of
approximately $2.4 billion, net of Quest’s cash and debt. The
transaction is expected to close in Dell’s third fiscal quarter,
subject to approval by Quest’s shareholders and customary
conditions.
About Quest
Established in 1987, Quest Software (NASDAQ: QSFT) provides
simple and innovative IT management solutions that enable more than
100,000 global customers to save time and money across physical and
virtual environments. Quest products solve complex IT challenges
ranging from database management, data protection, identity and
access management, monitoring, user workspace management to Windows
management.
About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers
worldwide innovative technology, business solutions and services
they trust and value. For more information, visit www.Dell.com.
Dell is a trademark of Dell Inc. Dell disclaims any proprietary
interest in the marks and names of others.
Special Note:
Statements that relate to future results and events are
forward-looking statements based on Dell's and Quest’s current
expectations. Actual results and events in future periods may
differ materially from those expressed or implied by these
forward-looking statements because of a number of risks,
uncertainties and other factors. Risks, uncertainties and
assumptions include the possibility that projected benefits may not
materialize as expected; that the transaction may not be timely
completed, if at all; that Dell and Quest are unable to
successfully implement the plans, strategies and objectives of
management for future operations, including the execution of
integration strategies; and other risks that are described in
Dell’s or Quest’s Securities and Exchange Commission reports.
Neither Dell nor Quest undertake any obligation to update these
forward-looking statements.
Additional Information and Where to Find It:
Quest intends to file with the Securities and Exchange
Commission (the “SEC”) an amended proxy statement and intends to
furnish or file other materials with the SEC in connection with the
proposed transaction. The definitive proxy statement will be sent
or given to the stockholders of Quest and will contain important
information about the proposed transaction and related matters.
BEFORE MAKING ANY VOTING DECISION, QUEST’S STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT QUEST AND THE PROPOSED TRANSACTION. The proxy statement and
other relevant materials (when they become available), and any
other documents filed by Quest with the SEC, may be obtained free
of charge at the SEC’s website at www.sec.gov. In addition,
security holders will be able to obtain free copies of the proxy
statement from Quest by contacting Quest’s Investor Relations by
telephone at (949) 754-8000, or by mail at Quest Software, Inc., 5
Polaris Way, Aliso Viejo, California 92656, Attention: Investor
Relations, or by going to Quest’s Investor Relations page on its
corporate website at www.quest.com.
Participants in the Solicitation:
Quest and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Quest in connection with the proposed merger.
Information regarding the interests of these directors and
executive officers in the transaction described herein will be
included in the amended proxy statement described above. Additional
information regarding these directors and executive officers is
included in Quest’s amended Annual Report on Form 10-K/A, which was
filed with the SEC on April 30, 2012.
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