Netegrity Skies on Buyout

Computer Associates will buy the company for $10.75 cash.
Publish date:

Updated from 9:26 a.m. EDT

Hours after announcing its $430 million acquisition of


(NETE) - Get Report


Computer Associates

(CA) - Get Report

said Wednesday that its fiscal second-quarter revenue and operating earnings will meet or exceed its targets.

Netegrity, meanwhile, will fail to meet its quarterly results, the companies said at the time they announced the acquisition.

The transaction's price, at $10.75 a share, comes out to about $340 million when Netegrity's cash and short-term investments are backed out. Computer Associates said owners of about 10% of Netegrity's common stock have agreed to sell into the deal. The acquisition is expected to be neutral in fiscal 2005 and slightly accretive in fiscal 2006 on a GAAP basis, just through cost synergies.

On a conference call, CA Chief Operating Officer Jeff Clarke said CA expects second-quarter revenue to meet or exceed its guidance of $830 million to $850 million. The latest consensus estimate among analysts called for revenue of $841.34 million, according to Thomson First Call.

In addition, Clarke said CA expects to meet or exceed the current 16-cent-a-share consensus estimate for operating earnings. The company's guidance called for operating earnings of 15 cents to 17 cents a share. And CA expects to post a loss under generally accepted accounting principles of 23 cents a share, reflecting charges taken for a restructuring and a restitution fund created under the settlement of Department of Justice and

Securities and Exchange Commission


Earlier Wednesday, Netegrity said it expects to report pro forma income ranging from a profit of 2 cents a share to a loss of 1 cent a share in the third quarter ended Sept. 30. Revenue will be $19 million to $21 million. Analysts had been forecasting earnings of 5 cents a share on revenue of $24.3 million.

The stock jumped nearly 40% to $10.52. Shares of Computer Associates recently edged up 43 cents, or 1.6%, to $27.82.

"We were informed of Netegrity's earnings preannouncement and priced our offer accordingly," said CA, which recently entered an oversight agreement with the U.S. government over earnings misstatements several years ago. "Our balance sheet is solid, and as we continue to see opportunities for consolidation throughout the industry, we will leverage these opportunities to round out our product portfolio and build out our enterprise infrastructure management strategy."

Computer Associates announced the elimination of about 5% of its workforce last week.