Progress Software To Sell Shadow To Rocket Software

Insert after fourth graph of the release: Pacific Crest Securities LLC is serving as Progress’ financial advisor with respect to the transaction with Rocket and Wilmer Cutler Pickering Hale and Dorr LLP is serving as Progress’ legal counsel.

The corrected release reads:

PROGRESS SOFTWARE TO SELL SHADOW TO ROCKET SOFTWARE

Divestiture is step forward in execution of Progress’ strategic direction

Progress Software Corporation (NASDAQ: PRGS) today announced that it has signed a definitive agreement with Rocket Software for it to acquire the Shadow product. Shadow, middleware software that simplifies and accelerates the integration of data and programs residing on mainframes with other business systems using open standard data and service interfaces, is highly complementary to Rocket Software’s existing product portfolio and will offer Rocket customers dramatic improvements in total cost of ownership and performance of integration projects that involve mainframe assets.

For Progress Software, this divestiture will complete another important step in its strategic plan to refocus on providing the most productive, cost-effective, on-premise, cloud- and mobile-enabled platforms for developing, deploying, and maintaining the world’s best business applications.

"The divestiture of the Shadow product further demonstrates our company’s focus on the strategy we announced in April," said Progress’ President and Chief Executive Officer, Jay Bhatt. "This transaction, which is a key milestone toward the achievement of our strategic direction, is a great outcome for our shareholders as well as Shadow employees and customers. We are delighted that this established product and highly-skilled team will move to such a high-caliber company that really understands how to help customers leverage mainframes."

The consummation of the transaction is subject to customary closing conditions. When the transaction is completed, Shadow will be the second of the ten product lines to be sold following the sale of the FuseSource business to Red Hat that was completed in early September. The company's expectation is that the sale of Shadow will be completed during the fiscal fourth quarter of 2012.

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