On June 30, 2009, Borland Software Corporation (the “Company”) entered into a Second Amendment (the “Second Amendment”)
to Agreement and Plan of Merger by and among Bentley Merger Sub, Inc., Micro Focus International plc, Micro Focus (US),
Inc. and the Company, dated May 5, 2009, as amended on June 17, 2009 (the “Merger Agreement”). The Second Amendment
provides that (i) the merger consideration under the merger agreement increased from $1.15 to $1.50 per share in cash
and (ii) the termination fee payable in certain circumstances increased from $4 million to $5.2 million. The Merger
Agreement otherwise remains in full force and effect. The Second Amendment was filed on a Form 8-K with the Securities
and Exchange Commission on July 1, 2009.
On June 30, 2009, our Board approved the Second Amendment and determined that the proposal the Company received from
the company referred to as Company A to acquire all of the outstanding shares of the Company for consideration of $1.25
per share in cash (as described in the Form 8-K filed with the Securities and Exchange Commission on June 25, 2009)
would no longer be reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement, as amended).
The Company then advised Company A of the determination of the Board that Company A’s proposal was no longer reasonably
likely to lead to a Superior Proposal (as defined in the Merger Agreement, as amended) and Company A’s access to the
data room was terminated.
Important Additional Information:
All parties desiring details regarding the transaction are urged to review the Merger Agreement, as amended, which is
available on the Securities and Exchange Commission’s website at http://www.sec.gov as an attachment to the definitive
Proxy Statement on Schedule 14A filed by Borland on June 19, 2009, as further amended by Amendment No. 2 dated June 30,
2009, attached as an Exhibit to the Company’s Form 8-K filed July 1, 2009. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ CAREFULLY THE PROXY STATEMENT AND OTHER FILED DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Shareholders will be able to obtain a free-of-charge copy of the
proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.
Shareholders will also be able to obtain a free-of-charge copy of the proxy statement and other relevant documents
(when available) by directing a request by mail or telephone to Borland, 8310 North Capital of Texas Highway, Building
2 Suite 100, Austin, TX 78731, Attention: Investor Relations, Telephone: (512) 340-1364, or from Borland’s website,
http://www.borland.com. Borland and certain of its directors, executive officers and other members of management and
employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from
shareholders of Borland in favor of the proposed merger. Information regarding Borland’s directors and executive
officers is contained in Borland’s definitive Proxy Statement filed with the SEC on June 19, 2009.
Forward-Looking Statements
This document contains certain forward-looking statements about Borland that are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in the forward-looking statements.
These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have or may
be instituted against Borland and others following announcement of the transaction or the merger agreement; (3) the
inability to complete the merger due to the failure to satisfy conditions to completion of the merger; (4) the risk
that the proposed transaction disrupts current plans and operations and the potential difficulties in employee
retention as a result of the merger; and (5) other risks that are set forth in the “Risk Factors,” “Legal Proceedings”
and “Management Discussion and Analysis of Results of Operations and Financial Condition” sections of Borland’s SEC
filings. Many of the factors that will determine the outcome of the merger are beyond Borland’s ability to control or
predict. Borland undertakes no obligation to revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information, future events or otherwise.
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