Unison Software Inc, the veteran systems management and production automation software house, has lost its independence to IBM Corp’s Tivoli Systems Inc division. Under the definitive merger agreement, each share of Santa Clara, California-based Unison’s common stock will be converted into the right to receive $15 in cash, or IBM common stock, and shareholders can elect to receive up to half of the total value of the transaction in cash. Around 75% of the company’s shares are closely held, but the two largest shareholders, officers and directors of Unison representing some 32% of its outstanding stock, have agreed to vote their shares in favor of the merger. The net cost to IBM will be around $170m. Unison began life in 1979 selling job scheduling systems software for Hewlett-Packard Co’s HP3000 line under the MPE operating system. It eventually ported the software over to Unix in the early 1990s, from where it still generates most of its revenues. Unison merged with network backup software house Tymlabs Inc in 1992. Last year’s revenues reached $40m, a 32% increase from the previous year, and market capitaliZation stands at around $144m. It claims 4,500 customers worldwide. Tivoli has worked with Unison for two years, recommending its highly thought-of Maestro job scheduling software in preference to its own TME-job module. Frank Moss, Tivoli’s chief executive officer, said that the product will continue to be sold separately, and existing relationships, with the likes of Candle Corp, BMC Corp, Hewlett-Packard Co – and even Computer Associates Inc, which also has ongoing plans to integrate Meastro into its TNG product – will be maintained. Meanwhile, the software will be integrated into Tivoli’s TME framework, and additional scheduling functionality will be added. Jan Lindelow, president and chief operating officer at Tivoli, said the move would give the Unison product significant reach through the IBM and Tivoli sales channels, particularly in Europe. The deal, a year and a half after Tivoli’s acquisition by IBM, had come at the right time for Tivoli, said Moss, as worldwide sales and support had now expanded to reach critical mass. Unison shares rose $0.50 to close at $14.50 on the day. Unison also released its first-quarter numbers on Monday, posting net income that was essentially flat at $768,000, or $0.06 per share, on revenue that rose 36% to $10.3m.
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