BORL » Topics » Starbase Corporation

This excerpt taken from the BORL 10-K filed May 2, 2006.

Starbase Corporation

On October 11, 2002, we commenced an all-cash tender offer to acquire all outstanding shares of Starbase for aggregate consideration of $24.0 million and $2.0 million in bridge financing that was forgiven upon the consummation of the transaction. In the initial tender offer, which expired on November 22, 2002, we purchased 78.9% of the outstanding Starbase shares for $19.1 million. Upon the completion of the initial tender, we began consolidating the operating results of Starbase. On January 7, 2003, we purchased the remaining 21.1% outstanding shares for $5.0 million. Starbase was a provider of end-to-end enterprise software lifecycle solutions covering requirements definition and management, code and content development, and change and configuration management.

 

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Table of Contents

BORLAND SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

This acquisition was accounted for as a purchase. The following summary of the total purchase price recorded for the Starbase acquisition includes cash paid upon the close of the initial tender offer and the acquisition of the remaining outstanding shares of Starbase (in thousands):

 

Cash tendered

   $ 24,024

Bridge financing

     2,000

Value of Borland options issued

     79

Direct transaction costs

     2,436
      

Total purchase price

   $ 28,539
      

Under the purchase method of accounting, the total purchase price is allocated to Starbase’s net tangible and intangible assets based upon their estimated fair value as of the date of completion of the merger. Based upon the purchase price of the acquisition and an independent valuation, the purchase price allocation was as follows (in thousands):

 

Current assets and other tangible assets

   $ 7,566  

Liabilities assumed

     (17,068 )

Accrued restructuring charge

     (6,081 )

Acquired in-process research and development

     300  

Identifiable intangible assets

     12,000  

Goodwill

     31,822  
        

Net assets acquired

   $ 28,539  
        
This excerpt taken from the BORL ARS filed Apr 8, 2005.

Starbase Corporation

 

On October 8, 2002, we signed a merger agreement to purchase all of the outstanding shares of Starbase Corporation, or Starbase, for an aggregate consideration of $24.0 million and $2.0 million in bridge financing that was forgiven upon the consummation of the transaction. Starbase was a provider of end-to-end enterprise software lifecycle solutions covering requirements definition and management, code and content development, and change and configuration management.

 

Supplemental pro forma information reflecting the acquisitions of TogetherSoft and Starbase as if they occurred on January 1, 2002 is as follows (in thousands, except per share amounts, unaudited):

 

     Year Ended December 31,

 
     2003

    2002

 

Total net revenues

   $ 295,236     $ 330,178  

Net loss

   $ (30,645 )   $ (20,336 )

Net loss per share

   $ (0.38 )   $ (0.28 )

 

Such information is not necessarily representative of the actual results that would have occurred for those periods.

 

This excerpt taken from the BORL 10-K filed Mar 25, 2005.

Starbase Corporation

 

On October 8, 2002, we signed a merger agreement to purchase all of the outstanding shares of Starbase Corporation, or Starbase, for an aggregate consideration of $24.0 million and $2.0 million in bridge financing that was forgiven upon the consummation of the transaction. Starbase was a provider of end-to-end enterprise software lifecycle solutions covering requirements definition and management, code and content development, and change and configuration management.

 

Supplemental pro forma information reflecting the acquisitions of TogetherSoft and Starbase as if they occurred on January 1, 2002 is as follows (in thousands, except per share amounts, unaudited):

 

     Year Ended December 31,

 
     2003

    2002

 

Total net revenues

   $ 295,236     $ 330,178  

Net loss

   $ (30,645 )   $ (20,336 )

Net loss per share

   $ (0.38 )   $ (0.28 )

 

Such information is not necessarily representative of the actual results that would have occurred for those periods.

 

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