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BMC Software Completes Acquisition of Remedy® Assets Acquisition Provides Remedy and BMC Software Customers Unsurpassed Enterprise Management Solutions HOUSTON - (Nov. 21, 2002) - BMC Software, Inc., [NYSE: BMC], a leader in enterprise management, today announced the completion of its acquisition of the Remedy assets from Peregrine Systems, Inc. for $355 million in cash and the assumption of certain operating liabilities of Remedy. BMC Software will not assume any of the potential liabilities associated with the existing shareholder lawsuits against Peregrine Systems or any other liabilities of Peregrine Systems not directly related to the Remedy business. BMC Software had provided Peregrine Systems with debtor-in-possession financing of $54 million. This financing, which was netted against the purchase price, has now been terminated. Together, BMC Software and Remedy solutions deliver the strongest service management offerings available today. "For years UBS has relied on BMC Software and Remedy solutions to manage our most critical IT and business services," said Franz Blaser, project manager, System Management for UBS AG, one of the world's leading financial firms. "Now that Remedy is part of the BMC family, we look forward to even greater synergies that will allow us to further link service management with problem resolution." Headquartered in Switzerland, UBS operates in over 50 countries and in all major international financial centers. UBS is the world's leading provider of private banking services and one of the largest asset managers globally. Remedy will operate as a separate organization within BMC Software. Remedy brings to BMC Software service management solutions currently employed by more than 6,000 Remedy customers worldwide, with more than 10 million users. In addition, Remedy's extensive partner and alliance networks extend Remedy and BMC Software's reach to enterprises worldwide. Remedy products consist of Action Request System® and a family of packaged applications, including help desk, asset management and customer support. "The combination of Remedy's industry-leading service management and problem resolution capabilities, paired with BMC Software's performance and availability management solutions will provide customers with powerful, integrated service management solutions," said Bob Beauchamp, president and CEO, BMC Software. "Remedy's products will extend BMC's core market-leading data and systems management solutions to deliver the most comprehensive and integrated business service management solutions." As today's IT enterprises evolve, industry experts recognize the importance of combining problem resolution and enterprise management. "The pressure is on IT organizations to execute service and support delivery with a focus on the business management discipline," said Kris Brittain, research director, Gartner, Inc. "To do this requires combining a solid service desk suite, proven workflow technologies that can extend to other areas, and complete integration within a robust set of enterprise management solutions." With the completion of the Remedy acquisition, BMC Software is poised to deliver solutions that accomplish this goal. Action Request System (AR System®) Remedy's flagship product, Action Request System, is a comprehensive service management platform and flexible development environment used to rapidly design, develop and deploy applications that automate and extend business processes. Packaged Applications Remedy's industry leading service management applications incorporate best-practice functionality for IT service management, customer service and support solutions (such as Remedy Help Desk, Remedy Asset Management, Remedy Change Management, Remedy Customer Support, and Remedy Crisis Response) and are built on Remedy's highly adaptable Action Request System. Benefits of leveraging a unified platform include out-of-the-box interoperability and easy integration. Outlook The following statements are based on current expectations and reflect the Remedy acquisition. These statements are forward looking, and actual results may differ materially. As discussed during the initial acquisition conference call in September, the company continues to expect that this transaction will be accretive to earnings within 12 months. Including the partial quarter results of Remedy, BMC Software now expects third quarter fiscal 2003 earnings per share, excluding special items, in the range of $0.07 - $0.10. BMC Software now expects fiscal 2003 diluted earnings per share, excluding special items, in the range of $0.32 - $0.39. Excluding the effects of required write-downs in deferred maintenance revenues, this transaction would be accretive to earnings immediately. BMC Software also expects the transaction to be positive from a cash flow basis. Given the strength of cash flows from operations year-to-date and the positive influence on cash flow from the Remedy acquisition, the company now expects fiscal 2003 cash flow from operations to be approximately $500 million. This is $50 million higher than the prior estimate of $450 million. For Additional Information BMC Software has scheduled a financial analyst conference call for 9:00 a.m. CST today to discuss the impact of this acquisition. Interested parties may access the call by dialing 719-457-2732 and using the passcode BMC. Investors will also have the opportunity to listen to the conference call and view a financial presentation over the Internet through the Investor section of the BMC Software Web site at www.bmc.com/investors. To access a telephonic replay of the conference call, which will be available for one week, dial 719-457-0820 and use the passcode 262. A replay of the webcast will also be available on the company's website. About Remedy Remedy® is a BMC Software company with a customer base that includes 80 percent of the Fortune 100 companies and 60 percent of the Fortune Global 500 companies. The company focuses on automating service-related business processes through a complete suite of best practice Service Management applications, including IT Service Management and Customer Service and Support solutions. All Remedy products leverage the highly flexible Action Request System®, a comprehensive development environment that delivers business process authoring capabilities to meet the unique requirements of organizations today and into the future. Visit www.remedy.com to learn more. About BMC Software BMC Software, Inc. [NYSE:BMC], is a leader in enterprise management. The company focuses on Assuring Business Availability™ for its customers by helping them proactively improve service, reduce costs and increase value to their business. BMC Software solutions span enterprise systems, applications and databases. Founded in 1980, BMC Software has offices worldwide and is a member of the S&P 500, with fiscal year 2002 revenues of approximately $1.3 billion. Visit www.bmc.com to learn more. This news release contains both historical information and forward-looking information. Statements of plans, objectives, strategies and expectations for future operations and results and benefits of the pending transactions described herein, identified by words such as "believe," "anticipate" and "expect" are forward-looking statements. Forward-looking statements are subject to a number of factors that could cause actual results to differ materially from our expectations. In addition to other possible factors not listed, factors that could cause the actual results and benefits of the Remedy acquisition to differ materially from those expressed in forward-looking statements include inability to successfully transition the operations of Remedy; higher than expected integration costs; and other factors, including but not limited to those discussed in BMC Software's Securities and Exchange Commission filings, including but not limited to the Form 10-K for the fiscal year ended March 31, 2002 and other filings with the SEC. BMC Software undertakes no obligation to update information contained in this release. Public Relations Contacts:
Eric Krueger
Tamara Doney
Neil Yekell
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