EX-99.1 3 a06-19209_1ex99d1.htm EX-99

Exhibit 99.1

Contacts:

 

Dan Kaferle

 

Olivia Bellingham

 

 

Public Relations

 

Investor Relations

 

 

(631) 342-2111

 

(631) 342-4687

 

 

daniel.kaferle@ca.com

 

olivia.bellingham@ca.com

 

CA ANNOUNCES SATISFACTION OF FINANCING CONDITION
UNDER ITS $1 BILLION TENDER OFFER

ISLANDIA, N.Y., Sept. 6, 2006—CA (NYSE: CA), one of the world’s largest management software companies, announced today that it has entered into an amendment to its existing credit facility that satisfies the financing condition under its previously announced $1 billion tender offer. The amendment modifies certain covenants in the credit agreement in order to permit CA to repurchase up to $2 billion of its common stock under its fiscal year 2007 share repurchase program and incur additional indebtedness in connection with those repurchases.

CA expects to use the borrowings under the revolving credit facility to complete a portion of the $1 billion tender offer launched August 16, 2006, and to pay related fees and expenses. CA has stated that it plans to use a combination of available cash and bank borrowings to finance the tender offer. The successful completion of debt financing on terms and conditions satisfactory to CA in an amount sufficient to purchase shares offered in the tender offer was a condition to the completion of the tender offer. This condition has now been satisfied by CA.

The $1 billion tender offer is the first phase of the $2 billion stock repurchase program announced June 29, 2006 by the Company. CA is considering various options to execute the second phase of the program and will provide further details when appropriate. The Company expects to complete the full $2 billion share repurchase plan by the end of its 2007 fiscal year.

The Company has filed a Form 8-K with the Securities Exchange Commission (SEC) in connection with the amendment of the credit agreement.

About CA

CA (NYSE:CA), one of the world’s largest information technology (IT) management software companies, unifies and simplifies the management of enterprise-wide IT. Founded in 1976, CA is headquartered in Islandia, N.Y., and serves customers in more than 140 countries. For more information, please visit http://ca.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication (such as statements containing the words “believes,” “plans,” “anticipates,” “expects, “estimates” and similar expressions) constitute “forward-looking statements.” A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking




 

statements, including: the risks and uncertainties associated with the CA deferred prosecution agreement with the United States Attorney’s Office of the Eastern District, including that CA could be subject to criminal prosecution or civil penalties if it violates this agreement; the risks and uncertainties associated with the agreement that CA entered into with the Securities and Exchange Commission (“SEC”), including that CA may be subject to criminal prosecution or substantial civil penalties and fines if it violates this agreement; civil litigation arising out of the matters that are the subject of the Department of Justice and the SEC investigations, including shareholder derivative litigation; changes to the compensation plan of CA’s sales organization may lead to outcomes that are not anticipated or intended as they are implemented, and the commissions plans for fiscal year 2007, while revised, continue to be reviewed; CA may not adequately manage and evolve its financial reporting and managerial systems and processes, including the successful implementation of its enterprise resource planning software; CA may encounter difficulty in successfully integrating acquired companies and products into its existing businesses; CA is subject to intense competition in product and service offerings and pricing and increased competition is expected in the future; if CA’s products do not remain compatible with ever-changing operating environments, CA could lose customers and the demand for CA’s products and services could decrease; certain software that CA uses in daily operations is licensed from third parties and thus may not be available to CA in the future, which has the potential to delay product development and production; CA’s credit ratings have been downgraded and could be downgraded further which would require CA to pay additional interest under its credit agreement and could adversely affect CA’s ability to borrow; CA has a significant amount of debt; the failure to protect CA’s intellectual property rights would weaken its competitive position; CA may become dependent upon large transactions; general economic conditions may lead CA’s customers to delay or forgo technology upgrades; the market for some or all of CA’s key product areas may not grow; third parties could claim that CA’s products infringe their intellectual property rights; fluctuations in foreign currencies could result in translation losses; and the other factors described in CA’s current report on form 10-Q. CA assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of CA common stock. The solicitation of offers to buy shares of Company common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents that the Company filed with the Securities and Exchange Commission on Thursday, August 17, 2006. Stockholders should read those materials carefully because they contain important information, including the various terms of, and conditions to, the tender offer. Stockholders may obtain the offer to purchase, the letter of transmittal and related documents without charge from the Securities and Exchange Commission’s website at www.sec.gov; and from the information agent, Innisfree M&A Incorporated at 877-750-9497 (U.S. & Canada)

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412-232-3651 (Other countries) or 212-750-5833 (Banks & Brokers).

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Copyright © 2006 CA. All Rights Reserved. One CA Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

 

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