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Micromuse completes acquisition of Quallaby Corporation

Netcool/Proviso performance management software extends and enhances industry`s leading service assurance platform
By Evolution PR
Johannesburg, 10 Jun 2005

Micromuse, the leading provider of ultra-scalable, real-time business and service assurance software, today announced that it has completed its acquisition of Quallaby Corporation.

Quallaby`s PROVISO performance management software is now included within Micromuse`s Netcool product suite and is available immediately as the Netcool/Proviso product family.

As an integral, highly scalable component of the Netcool suite, Netcool/Proviso enhances the ability of organisations worldwide to manage their complex infrastructures and deliver powerful, next-generation services over converged IP networks.

"The large tier 1 CSPs in North America and Europe are consolidating network management and OSS systems across the board to reduce operational cost and remove some of the burden in managing next generation services," according to Patrick Kelly, co-founder and analyst at OSS Observer.

"Micromuse is in a much better position now with its acquisition of Quallaby complete to benefit from the OSS consolidation trend. It combines two key components within the service assurance segment to support much larger initiatives in the service management arena which focus on supporting business initiatives and customer experience."

"Micromuse`s Netcool/Proviso real-time fault and performance management technology provides a scalable, flexible and broadly integrated architecture that enables a powerful `manager-of-managers` platform for analysing fault and performance data no matter where it resides within a large, complex network," said Lloyd Carney, Micromuse Chairman and CEO.

"Our plan for tightly integrating the Proviso product within the Netcool suite leverages the strengths of both product sets with a goal of new revenue opportunities for Micromuse as well as significant value to our customers."

On 8 April 2005, Micromuse announced a definitive agreement to acquire Quallaby Corporation, a privately-held software company based in Lowell, Massachusetts for $33 million in cash, and the assumption of employee stock options covering approximately 1.6 million Micromuse shares. Micromuse and Quallaby have been alliance partners for several years and many common customers already appreciate the value of an integrated service assurance platform.

The former Quallaby product team will become an integral development unit within the Micromuse product delivery organisation that will remain focused on the Netcool/Proviso software. Sales, marketing and general administration functions will be merged with existing Micromuse departments.

Micromuse expects the transaction to be up to $0.02 dilutive to non-GAAP earnings per share for the current quarter, but non-GAAP earnings per share neutral for fiscal year 2005. The transaction is expected to be accretive to GAAP and non-GAAP earnings per share for fiscal year 2006. Non-GAAP earnings per share excludes certain non-cash, non-recurring or acquisition-related charges, such as in-process research and development write-off, amortisation of intangible assets, deferred stock-based compensation expense, restructuring charges and other non-recurring items.

Micromuse`s guidance as to the expected impact that the acquisition will have on Micromuse`s earnings per share is only provided on a non-GAAP basis. It is not feasible to provide the expected impact that the acquisition will have on a GAAP basis because the items excluded are difficult to predict and estimate and are primarily dependent on future events, such as the determination of the portion of the purchase price attributable to in-process research and development write-off and to identifiable intangible assets and the amortisation thereof, calculation of deferred stock-based compensation expense and decisions concerning the location and timing of facility consolidations.

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Micromuse

Micromuse Inc (Nasdaq: MUSE) is the leading provider of ultra-scalable, real-time business and service assurance software solutions. The Netcool software suite provides organisations with the assurance that their IT systems are supporting and driving profits 24 hours a day. Unlike traditional infrastructure management systems, Netcool solutions provide real-time end-to-end visibility and accurate troubleshooting from a business perspective. Such business intelligence allows organisations to respond to problems quickly, streamline workflow processes and improve business uptime. Micromuse customers include BT, Cable & Wireless, Deutsche Telekom, EarthLink, ITC^DeltaCom, JP Morgan Chase, MCI, T-Mobile and Verizon. Headquarters are located at 139 Townsend Street, San Francisco, California 94107; (415) 538-9090. The Web site is at www.micromuse.com

Micromuse and Netcool are registered trademarks of Micromuse Ltd. All other trademarks and registered trademarks in this document are the properties of their respective owners. Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties.

The factors that could cause actual future results to differ materially from the forward-looking statements include the following: risks associated with the Company`s ability to retain, motivate and integrate the former Quallaby product team and sell Quallaby products, fluctuations in customer demand, the Company`s ability to manage its growth (including the ability to hire sufficient sales and technical personnel), the risks associated with the expansion of the Company`s distribution channels, the risk of new product introductions and customer acceptance of new products; the rapid technological change which characterizes the Company`s markets, the risks associated with competition, the risks associated with international sales as the Company expands its markets, and the ability of the Company to compete successfully in the future, as well as other risks identified in the Company`s Securities and Exchange Commission Filings, including but not limited to those appearing under the caption "Risk Factors" in the Company`s most recent Quarterly Reports on Form 10-Q and on Form 10-K on file with the Securities and Exchange Commission and available on the Company`s Web site.

Editorial contacts

Eric Jorgensen Continent Director
Micromuse
+44 (0) 7730 066 268
ericjorgensen@micromuse.com