EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LOGO

 

Investor Relations Contact

Michelle Ahlmann, 650.603.5464

 

Public Relations Contact

Dave Peterson, 650.603.5231

 

MERCURY INTERACTIVE CORPORATION INITIATES SOLICITATION OF CONSENTS FROM CONVERTIBLE NOTE HOLDERS

 

MOUNTAIN VIEW, CALIF., — APRIL 21, 2006— Mercury Interactive Corporation (OTC: MERQ) today announced that it is soliciting consents from the holders of its $300 million aggregate principal amount of 4.75% Convertible Subordinated Notes due 2007 (the “2007 Notes”) and from the holders of its $500 million aggregate principal amount of Zero Coupon Senior Convertible Notes due 2008 (the “2008 Notes”). In each case, Mercury is requesting a waiver, until the stated maturity of the 2007 Notes and the 2008 Notes, as applicable, of any default or event of default arising from Mercury not meeting its requirement to timely file with the Securities and Exchange Commission and with the trustee of the notes, those reports required to be filed under the Securities Exchange Act of 1934. Mercury is offering holders of the 2007 Notes an optional put right pursuant to which Mercury shall be required to repurchase the 2007 Notes, at the option of the holder, on March 1, 2007 at a repurchase price equal to 101.3% of the principal amount. Mercury is offering holders of the 2008 Notes an optional put right pursuant to which Mercury shall be required to repurchase the 2008 Notes, at the option of the holder, on October 31, 2006 (in addition to the existing optional put date of November 30, 2006) at the same repurchase price as the existing optional put right, equal to 107.25% of the principal amount. The put rights for the 2007 Notes and the 2008 Notes each will be effected pursuant to supplements to the indentures governing the applicable series of Notes.

 

The consent solicitations will expire at 5:00 p.m., Eastern Standard Time in the United States, on May 5, 2006 unless extended. Holders of a majority of the outstanding aggregate principal amount of 2007 Notes, and a majority of the aggregate principal amount of the 2008 Notes, have entered into written agreements with Mercury pursuant to which they have agreed to deliver executed letters of consent on or prior to the consent expiration date.

 

Holders may tender their consents to the Tabulation Agent at any time before the expiration date. Mercury has retained MacKenzie Partners, Inc. to serve as its Tabulation Agent for the consent solicitation. Questions concerning the terms of the consent solicitation and requests for documents should be directed to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, Attention: Jeanne Carr, (212) 929-5500 (call collect) or (800) 322-2885 (toll-free). Mercury has also retained Chanin Capital Partners as a financial advisor for the consent process.

 

This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The solicitation of the holders of the 2007 Notes is being made solely pursuant


to the Consent Solicitation Statement dated April 21, 2006 and the corresponding Letter of Consent. The solicitation of the holders of the 2008 Notes is being made solely pursuant to the Consent Solicitation Statement dated April 21, 2006 and the corresponding Letter of Consent. The limited consents previously obtained by the Company from the holders of the 2007 Notes and the 2008 Notes expired on March 31, 2006. If the consents currently solicited by the Company do not become effective, the 2007 Notes and the 2008 Notes could be accelerated pursuant to the terms of the applicable indentures. No assurance can be given that a future event of default under the indentures will not occur.

 

ABOUT MERCURY

 

Mercury Interactive Corporation (OTC: MERQ), the global leader in business technology optimization (BTO) software, is committed to helping customers optimize the business value of information technology. Founded in 1989, Mercury conducts business worldwide and is one of the largest enterprise software companies today. Mercury provides software and services for IT Governance, Application Delivery, and Application Management. Customers worldwide rely on Mercury offerings to govern the priorities, processes and people of IT and test and manage the quality and performance of business-critical applications. Mercury BTO offerings are complemented by technologies and services from global business partners. For more information, please visit www.mercury.com.

 

FORWARD LOOKING STATEMENTS

 

This press release contains “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 that reflect Mercury’s judgment and involve risks and uncertainties as of the date of this release. These forward looking statements relate to obtaining the requisite consents from the holders of the 2007 Notes and the 2008 Notes to waive, until the stated maturity of the 2007 Notes and the 2008 Notes, as applicable, any default or event of default under the terms of the indentures governing such notes arising from Mercury’s failure to file with the Securities and Exchange Commission and to furnish to the holders of notes, those reports required to be filed under the Securities Exchange Act of 1934. Potential risks and uncertainties include, among other things: 1) the timing of completion of the Company’s review, restatement and filing of its amended historical financial statements to be included in the Amended Form 10-K for fiscal year 2004 and the Amended Form 10-Q for the first quarter of fiscal year 2005, and becoming current in the Company’s other required SEC periodic reporting obligations, (2) the possibility that, if the Company does not obtain the requisite consents from noteholders, repayment of the notes may be accelerated by the trustee for the notes or the holders of the notes, and the related impact on the Company’s ability to fund future business objectives, (3) the nature and scope of the ongoing SEC investigation, (4) the timing of the relisting of the Company’s securities on a national securities exchange, including the risk that the Company will not achieve relisting on a national securities exchange, (5) the effect of any third party litigation arising out of the Special Committee investigation, (6) costs incurred by Mercury in connection with the Special Committee investigation and the SEC investigation, (7) the impact of the expensing of stock options and stock purchases under Mercury’s employee stock purchase program pursuant to Financial Accounting Standards Board’s Statement 123 including, without limitation, the impact of the restatement, (8) the impact of the resignations of Amnon Landan, Douglas Smith and Susan Skaer, and (9) the additional risks and important factors described in Mercury’s SEC reports, including the Quarterly Report on Form 10-Q for the fiscal


quarter ended March 31, 2005, which is available at the SEC’s website at http://www.sec.gov. All of the information in this press release is made as of April 21, 2006, and Mercury undertakes no duty to update this information.

 

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Mercury, Mercury Interactive and the Mercury logo are trademarks of Mercury Interactive Corporation and may be registered in certain jurisdictions. Other product and company names are used herein for identification purposes only, and may be trademarks of their respective companies.

 

MERCURY INTERACTIVE CORPORATION

379 N. Whisman Road

Mountain View, CA 94043

Tel: (650) 603-5200 Fax: (650) 603-5300

www.mercury.com