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VERITAS ACQUIRES JAREVA TECH AND PRECISE SW SOLUTIONS

VERITAS Software Corporation, a leading storage software provider, has announced that it is set to acquire two separate companies, Jareva Technologies, an innovator in automated server provisioning, and Precise Software Solutions, a leader in application performance management.

Jareva

Jareva's software products uniquely allow businesses to lower their IT costs by making more efficient use of server hardware and reducing the need for dedicated IT staff to perform common administrative tasks.

Instead of manually deploying and configuring servers for specific operating systems and business applications, Jareva's server provisioning technology enables companies to automatically deploy additional servers -- without manual intervention. In addition, servers can be moved between applications depending on workload. So, a particular server could run SAP on Windows 2000 one day, and then run Oracle on Linux the next. This ability to share servers allows CIO's to drive more value out of their hardware investment.

"Jareva Technologies will enable VERITAS customers to reduce their investments in server hardware and the labor required to manage it," said Gary Bloom, chairman, president and CEO of VERITAS Software. "It's a perfect complement to our market leading storage software. Together we can help CIO's optimize the return on both their storage and server hardware investments."

Jareva Technologies has natural synergies with VERITAS' market-leading high availability software. For example, if VERITAS software discovers a server hardware failure it can automatically make a provisioning request for a replacement from a server pool managed by Jareva. Jareva brings a new server online, puts in place the correct environment and then passes it to VERITAS to fail over the application. All this can be done without manual intervention.

"The combination of VERITAS' storage software and Jareva's server automation technology is unique. Together we help CIO's dramatically lower their storage and server hardware investments," said Jagadish Bandhole, chairman and CEO of Jareva Technologies. "In addition, VERITAS' financial strength and distribution capability will enable us to drive mainstream adoption of our technology and execute on our product vision."

The transaction between Sunnyvale, CA based Jareva Technologies and VERITAS Software was valued at approximately $62 million in cash.

Precise

VERITAS is set to acquire Precise in a transaction valued at $537 million. Together, VERITAS and Precise will provide a unique solution for IT professionals to run mission critical applications with optimal performance and continuous availability. Industry analysts predict this market opportunity will grow to $11 billion by 2006.

The acquisition of Precise enables VERITAS to ensure that mission-critical applications such as SAP, Oracle, BEA and Microsoft Exchange run faster and have less downtime, leading to better end-user productivity and higher return on investment. VERITAS keeps applications running in the face of hardware and software failure. Precise continuously monitors and analyzes all components of the application infrastructure -- Web servers, application servers, databases and storage -- allowing customers to proactively identify and correct problems before they affect application response times.

"Precise Software Solutions is a strategic acquisition for our business," said Gary Bloom, chairman, president and CEO of VERITAS Software. "Together VERITAS and Precise solve an unequalled range of customer problems, from performance issues to hardware or software failures to site outages. It's an end-to-end solution that only VERITAS can provide."

"The combination of Precise and VERITAS represents an exciting opportunity for our shareholders, customers, partners and employees," said Shimon Alon, CEO of Precise Software Solutions. "VERITAS' scale and global distribution will accelerate the market penetration of our industry leading application performance management solutions."

With 20 consecutive quarters of revenue growth, Precise is a leader in application performance management. In addition, Precise also provides a leading Windows storage resource management (SRM) solution, delivering the capability to manage storage capacity and performance for application service level agreements. This capability complements VERITAS' existing SRM offering.

Key Financial Details

The acquisition is valued at $16.50 per share of Precise stock, for a fully-diluted consideration of approximately $537 million. Taking into account Precise's current cash position, the enterprise value is approximately $400 million. Precise shareholders will receive $16.50 in cash, and if they elect, their consideration in up to 25% VERITAS stock, with the remainder being paid in cash. Based on a fixed exchange ratio of 0.2365, a maximum of approximately 7.5 million shares could be issued to the shareholders of Precise. VERITAS will assume all outstanding Precise options in the transaction. This transaction is expected to close in Q2, subject to Precise Software's shareholder approval and regulatory approvals. Upon closing, VERITAS expects this transaction will initially have a neutral impact on its financials and will be accretive within 12 months.

About VERITAS Software

With revenues of $1.5 billion in 2001, VERITAS Software ranks among the top 10 software companies in the world. VERITAS Software is one of the world's leading storage software companies, providing data protection, storage management, high availability and disaster recovery software to 86 percent of the Fortune 500. VERITAS Software's corporate headquarters is located at 350 Ellis Street, Mountain View, CA, 94043, tel: 650-527-8000, fax: 650-527-8050, e-mail: vx-sales@veritas.com, Web site: www.veritas.com.

Contact: Renee Budig, 650-527-4047, renee.budig@veritas.com.