SCHEDULE 14A INFORMATION
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Mercator Software, Inc.
(Name of Registrant as Specified In Its Charter)
Strategic Software Holdings, LLC
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FOR IMMEDIATE RELEASE
STRATEGIC SOFTWARE HOLDINGS PROPOSES ACQUISITION OF MERCATOR SOFTWARE
Westport, CT, March 31, 2003 - Strategic Software Holding ("SSH") today
announced that it has proposed to acquire Mercator Software, Inc. (Nasdaq: MCTR)
for $2.17 per common share in cash, a transaction that would provide
stockholders with a substantial premium of 40% over the $1.55 closing price on
March 28, 2003. The proposal was made today in a letter to the Board of
Directors of Mercator. SSH currently owns 1.6 million shares of Mercator
Software.
In the letter to the Board of Directors, Rodney Bienvenu,
Chairman and CEO of SSH said, "We have concerns that the value of Mercator is
not being maximized for the benefit of stockholders. Over the past several
months, SSH has approached several members of your management team and board to
discuss working together to develop a plan for stopping the hemorrhage of value
that has occurred under current leadership. After careful review of our options,
we have concluded that it would be desirable for SSH to acquire Mercator."
The full text of the letter follows.
ABOUT SSH
Strategic Software Holdings is an investment firm that makes
equity investments and executes buyouts on behalf of itself and its investors.
Based in Westport, Connecticut, the firm draws on the partners' extensive
knowledge of all aspects of the enterprise software industry to execute high
value strategic transactions and to achieve substantial risk adjusted returns
for shareholders and portfolio companies. SSH makes equity investments for
long-term appreciation, either through a controlling ownership of a company or
by taking strategic minority ownership interests. SSH co-invests a significant
portion of its capital in its investments and shares the risks of ownership with
its investors.
SSH filed with the Securities and Exchange Commission a
preliminary proxy statement relating to the solicitation of proxies with respect
to the 2003 Mercator annual meeting of stockholders. SSH will file with the
Commission, and will furnish to Mercator's stockholders, a definitive proxy
statement and may file other proxy solicitation materials. Investors and
security holders are urged to read the proxy statement and any other proxy
solicitation materials (when they become available) because they will contain
important information.
Investors and security holders may obtain a free copy of the preliminary proxy
statement and the definitive proxy statement (when it is available) and other
documents filed by SSH with the Commission at the Commission's website at
http://www.sec.gov/. You may also access a copy of SSH's preliminary proxy
statement and definitive proxy statement (when it is available) by accessing
http://www.savemercator.com. In addition, you may obtain a free copy of the
definitive proxy statement (when it is available) by contacting Innisfree M&A
Incorporated toll free at (888) 750-5834 (banks and brokers call collect at
(212) 750-5833).
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Mercator stockholders is available in the preliminary proxy statement filed by
SSH with the Commission on Schedule 14A.
Some of the statements contained in this release may constitute "forward-looking
statements," which for this purpose, includes all statements that are not of
historical facts. The actual future financial performance of Mercator could
differ materially from those anticipated by these forward-looking statements.
There can be no assurance that SSH or its nominees will succeed in their efforts
to turn Mercator around.
For further information, please contact:
Brunswick Group Wendel Carson / Lekha Rao 212-333-3810
March 31, 2003
Board of Directors
Mercator Software, Inc.
45 Danbury Road
Wilton, Connecticut 06897
Ladies and Gentlemen:
As we have discussed on numerous occasions, we have ongoing concerns that the
value of Mercator is not being maximized for the benefit of stockholders. Over
the past several months, SSH has approached several members of your management
team and board to discuss working together to develop a plan for stopping the
hemorrhage of value that has occurred under current leadership.
Each and every time our suggestions for working together to deliver greater
value to the shareholders have been rejected. After careful review of our
options, we have concluded that it would be desirable for SSH to acquire
Mercator. SSH is prepared to acquire Mercator for $2.17 per common share in
cash, a transaction that would provide stockholders with a substantial premium
of 40% over the $1.55 closing price on March 28, 2003, and more than 65% over
either the mean or median average price of the stock since January 1, 2003. We
would very much like to proceed on a friendly basis and allow your shareholders
the opportunity to realize value for their shares as quickly as possible.
We hope that you will view our proposal favorably, and after appropriate
consideration, will recommend it to the stockholders of Mercator.
Consummation of our proposal will, of course, be subject to negotiation,
preparation and execution of a definitive merger agreement containing customary
representations, warranties and closing conditions including, but not limited
to, approval by the requisite number of the directors and stockholders of
Mercator, the satisfaction of all applicable regulatory requirements and the
receipt of financing. SSH has a reasonable belief that it will have the means to
consummate the proposed acquisition. We and our advisors are prepared to meet
promptly with Mercator's directors, management and advisors in order to
negotiate a mutually desirable and beneficial transaction.
Per our earlier correspondence, we would like to discuss this at the meeting
previously scheduled for Tuesday, April 1, at which time we would be pleased to
discuss the proposal contained in this letter, the conditions described in the
preceding paragraph and any questions you may have concerning the proposal. We
look forward to meeting you at 1 p.m. on Tuesday at the offices of Jenkens &
Gilchrist in New York to discuss this proposal.
Very truly yours,
/s/ Rodney Bienvenu
Rodney Bienvenu