Recommended Cash and Share Offer by SERENA Software, Inc. and by Lehman Brothers on Its Behalf

Outside of the United States- for the Entire Issued and to Be Issued Share Capital of Merant plc

San Mateo, Calif., (PresseBox) - The Boards of SERENA Software, Inc. ("SERENA") and Merant plc ("Merant") announce that they have reached agreement on the terms of a recommended cash and share offer (the "Offer") to be made by SERENA and by Lehman Brothers on its behalf (outside of the United States) for the entire issued and to be issued share capital of Merant, including Merant Shares represented by Merant ADSs.

Strategic rationale

-- The acquisition of Merant will create the second largest
provider of Enterprise Change Management ("ECM") software
solutions, serving the complex change management needs of at least 46 of the Fortune 50 largest companies worldwide, with a resulting combined installed base of over 15,000 customers. SERENA believes this installed base will provide the combined companies with distribution leverage to cross sell products, expand into new geographies, create new opportunities in channel development and generate a profitable and steady maintenance revenue stream.

-- The combination brings together two leaders in ECM with the complementary strengths of SERENA on mainframe platforms and Merant on distributed systems platforms and similar visions for future market share expansion.



-- The boards of directors of SERENA and Merant believe the
combination should deliver significant strategic benefits and provide opportunities to reduce expenses and that the combined group would:

-- create the leading ECM vendor with integrated software solutions running on all major operating systems, from the mainframe to UNIX, LINUX and NT distributed systems
environments all the way to the worldwide web;

-- accelerate SERENA's ability to offer customers its vision of application life cycle management solutions branded as SERENA's Application Framework for Enterprises (SAFE(TM)),thereby accessing larger markets and enabling the combined group to compete more effectively; and

-- offer significant potential cost savings in the areas of overlap such as dual exchange listing, dual public company compliance obligations and dual administrative infrastructures as well as a number of other duplicative areas and initiatives.

Summary of the Offer terms

-- The Offer is 195 pence for each Merant Share which comprises 136.5 pence in cash and 0.04966 of a new SERENA Share. This is based on an exchange rate of US$1.8488 : GBP 1.00 and a price per SERENA Share of US$21.78 (as explained in Appendix II).

-- SERENA will offer a mix and match election under which Merant Securityholders who validly accept the Offer may request to vary the proportions in which they receive SERENA Shares and cash in respect of their Merant Shares.

-- At 195 pence for each Merant Share, the Offer values the
entire issued share capital of Merant at approximately GBP 206 million (US$380 million). This is based on an exchange rate ofUS$1.8488 : GBP 1.00 and a price per SERENA Share of US$21.78(as explained in Appendix II). As of 31 January 2004, Meranthad net cash and equivalents of GBP 38.8 million (US$70.7
million based on an exchange rate of US$1.8202: GBP 1.00).

-- At 195 pence for each Merant Share, the Offer represents a
premium of approximately:
(i) 25 per cent. to the Closing Price of 155.5 pence per
Merant Share on 2 March 2004, the last dealing day
prior to the date of this announcement of the Offer;
and

(ii) 34 per cent. to the average daily Closing Price of
145.8 pence per Merant Share for the three months
ended 2 March 2004.

-- On 2 March 2004 (the last dealing day prior to the date of
this announcement of the Offer) at the then prevailing
exchange rate of US$1.8386 : GBP 1.00 and a SERENA Share
Price of $20.95, the Offer values each Merant Share at
193 pence. On this basis, the Offer represents a premium
of approximately 24 per cent. to the Closing Price of
155.5 pence per Merant Share on 2 March 2004.

-- SERENA has received irrevocable undertakings to accept the
Offer representing approximately 7.4 per cent. of Merant's
existing issued share capital. SERENA has also received
confirmations of intent to accept the Offer, representing
in aggregate approximately 27.4 per cent. of Merant's
existing issued share capital.

-- In addition, SERENA has received an irrevocable
undertaking from one Merant Director, Gerald Perkel, to
accept the Offer in respect of all Merant Shares he
receives as a result of the exercise of options during
the period whilst the Offer is open for acceptance,
representing up to 1,500,000 Merant Shares. No other
Merant Director holds any options over Merant
Shares.

-- Gerald Perkel, President and Chief Executive Officer of
Merant, has agreed to join the Board of SERENA as a
director, subject to the Offer becoming or being declared
unconditional in all respects.

-- The Merant Board, which has been so advised by UBS
Investment Bank, considers the terms of the Offer fair
from a financial point of view. In providing advice to
the Merant Board, UBS Investment Bank has taken account
of the Merant Board's commercial assessments.
Accordingly, the Merant Directors intend unanimously to
recommend that Merant Securityholders accept the Offer.

Commenting on today's announcement, Mark Woodward, President and Chief Executive Officer of SERENA, said:

"The acquisition of Merant brings together two of the leading companies meeting the ECM needs of many of the largest companies in the world. The combination will create a significant installed base of ECM customers that will not only generate a highly profitable maintenance revenue stream, but provide us with an opportunity to grow by cross selling our products. As each of us has complementary technologies and similar visions for future growth, the combination makes perfect business and financial sense."

Gerald Perkel, President and Chief Executive Officer of Merant, said:

"The combination of Merant and SERENA creates an international industry leader in ECM software. We believe the combination of Merant and SERENA creates a unique combination of products, technology and people that can enable the expansion of applications for change management. We are also pleased that this transaction delivers incremental value to our shareholders."

SERENA has scheduled a conference call briefing on Wednesday 3 March 2004 at 3:30pm (San Francisco time) / 11:30pm (London time) / 6:30pm (New York time). A live simulcast and replay of the conference call will be available through SERENA at www.serena.com/03032004conferencecall for seven days. A replay of the call will be available up to 10 March 2004 by dialing +1 (706) 645 9291 code #5839152.

The SERENA Directors accept responsibility for the information contained in this announcement which relates to the SERENA Group and the SERENA Directors. To the best of the knowledge and belief of the SERENA Directors (who have taken all reasonable care to ensure that such is the case) such information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Merant Directors accept responsibility for the information contained in this announcement which relates to the Merant Group and the Merant Directors. To the best of the knowledge and belief of the Merant Directors (who have taken all reasonable care to ensure that such is the case) such information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Lehman Brothers, which is regulated in the UK by the Financial Services Authority, is acting for SERENA in connection with the Offer and no one else and will not be responsible to anyone other than SERENA for providing the protections afforded to customers of Lehman Brothers, nor for providing advice in relation to the Offer.

UBS Investment Bank is acting for Merant in connection with the Offer and no one else and will not be responsible to anyone other than Merant for providing the protections afforded to customers of UBS Investment Bank, nor for providing advice in relation to the Offer.

This announcement does not constitute an offer or an invitation to purchase any securities. The availability of the Offer to persons not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or the United States, or who are subject to the laws of any jurisdiction other than the United Kingdom or the United States, should inform themselves about, and observe any applicable requirements.

It should be noted that by virtue of the conflicting provisions of the Code and the US securities laws, the Panel has agreed that the Acceptance Condition may be structured so that the Offer cannot become or be declared unconditional as to acceptances until such time as all other Conditions to the Offer have been satisfied, fulfilled or, to the extent permitted, waived. The Acceptance Condition in paragraph 1(a) of Appendix I has been drafted accordingly.

Unless otherwise determined by SERENA before publication of the Offer Document, it is not intended that the Offer will be made, directly or indirectly, in or into Australia, Canada or Japan and in such circumstances it will not be capable of acceptance in or from Australia, Canada or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into Australia, Canada or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute this announcement in or into Australia, Canada or Japan.

SERENA will be filing a Registration Statement on Form S-4 with the SEC with respect to the SERENA Shares to be issued in the Offer which will include all information to be contained in the Offer Document. In addition, SERENA will file a Tender Offer Statement and other related documentation and Merant will file a Solicitation/Recommendation Statement with the SEC on the date the Offer Document is mailed to Merant Securityholders. Free copies of these documents will be available on the SEC's web site at www.sec.gov. The Registration Statement on Form S-4 and the Tender Offer Statement may also be obtained at no charge from SERENA at 2755 Campus Drive, 3rd Floor, San Mateo, CA 94403-2538, USA and the Solicitation/Recommendation Statement may be obtained at no charge from Merant at 3445 NW 211th Terrace, Hillsboro, OR 97124, USA. Merant Securityholders are urged to read the Registration Statement on Form S-4, Tender Offer Statement, the Solicitation/Recommendation Statement and the related documentation when they become available as they will contain important information.

This announcement may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 of the United States. These statements by their nature involve risks and uncertainties and there are many factors that may cause actual results to differ materially from these statements. Such factors include economic, competitive and technological factors affecting SERENA's and Merant's operations, markets, services and prices as well as SERENA's ability to integrate Merant's businesses with SERENA's and to realise synergies from the acquisition and the other factors detailed in SERENA's and Merant's SEC filings. The safe harbour protection afforded by the Private Securities Litigation Reform Act of 1995 does not apply to forward-looking statements made in connection with the Offer.

The Panel wishes to draw the attention of member firms of Nasdaq to certain UK dealing disclosure requirements following this announcement, which commences an Offer Period in accordance with the Code. The Code is published and administered by the Panel. An Offer Period is deemed to commence at the time when an announcement is made of a proposed or possible offer, with or without terms. Merant has equity securities traded on the London Stock Exchange and Nasdaq. SERENA has equity securities traded on Nasdaq.

The disclosure requirements referred to above are set out in more detail in Rule 8 of the Code. In particular Rule 8.3 requires public disclosure of dealings during the Offer Period by persons who own or control or pursuant to an agreement or understanding (whether formal or informal), or who would as a result of any transaction own or control, 1 per cent. or more of any class of relevant securities of Merant and/or SERENA. Relevant securities include Merant Securities, SERENA Shares and instruments convertible into either Merant Securities or SERENA Shares. In the case of the Offer, this requirement will apply until the end of the Offer Period.

Disclosure should be made on an appropriate form no later than 12 noon London time on the business day following the date of the dealing transaction. These disclosures should be sent to a Regulatory Information Service in the UK and to the Panel (fax number: +44 (0)20 7638 1554).

The Panel requests that member firms advise those of their clients who wish to deal in the relevant securities of Merant or SERENA, whether in the US or in the UK, that they may be affected by these requirements. If there is any doubt as to their application, the Panel should be consulted (telephone number: +44 (0)20 7638 0129, fax number: +44 (0)20 7638 1554).

This summary should be read in conjunction with the full text of the attached announcement. Appendix III to the attached announcement contains definitions of certain expressions used in this summary announcement.

Part 2

Recommended Cash and Share Offer by SERENA and by Lehman Brothers on its behalf (outside of the United States) for the entire issued and to be issued share capital of Merant

1. Introduction

The Boards of SERENA and Merant announce that they have reached agreement on the terms of a recommended cash and share offer (the "Offer") to be made by SERENA and by Lehman Brothers on its behalf (outside of the United States) for the entire issued and to be issued share capital of Merant, including Merant Shares represented by Merant ADSs.

The Offer is 195 pence for each Merant Share which comprises 136.5 pence in cash and 0.04966 of a new SERENA Share. This is based on an exchange rate of US$1.8488 : GBP 1.00 and a price per SERENA Share of US$21.78 (as explained in Appendix II).

At 195 pence for each Merant Share, the Offer represents a premium of approximately:

(i) 25 per cent. to the Closing Price of 155.5 pence per Merant Share on 2 March 2004, the last dealing day prior to the date of this announcement of the Offer; and

(ii) 34 per cent. to the average daily Closing Price of 145.8 pence per Merant Share for the three months ended 2 March 2004.

On 2 March 2004 (the last dealing day prior to the date of this announcement of the Offer) at the then prevailing exchange rate of US$1.8386 : GBP 1.00 and a SERENA Share Price of $20.95, the Offer values each Merant Share at 193 pence. On this basis, the Offer represents a premium of approximately 24 per cent. to the Closing Price of 155.5 pence per Merant Share on 2 March 2004.

SERENA has received irrevocable undertakings to accept the Offer in respect of approximately 7.4 per cent. of Merant's existing issued ordinary share capital and confirmations of intent to accept the Offer in respect of a further 27.4 per cent. Further details of these undertakings and confirmations of intent are provided in paragraph 5 below.

2. The Offer

The Offer, which will be made on the terms and subject to the conditions set out below and in Appendix I to this announcement, and the further terms which will be set out in full in the Offer Document and the accompanying Acceptance Form(s), will be made on the following basis:

for every 1 Merant Share 136.5 pence in cash and 0.04966 of a new SERENA Share

for every 1 Merant ADS (each 682.5 pence in cash and 0.2483 of a new ADS representing 5 Merant SERENA Share Shares)

At 195 pence for each Merant Share, the Offer values the entire issued share capital of Merant at approximately GBP 206 million (US$380 million). This is based on an exchange rate of US$1.8488 : GBP 1.00 and price per SERENA Share of US$21.78 (as explained in Appendix II).

SERENA expects that the number of SERENA Shares that will be issued on full acceptance of the Offer will not be more than 5.9 million (representing approximately 13.3 per cent. of the issued and outstanding common stock of SERENA, as enlarged as a result of the Offer).

The new SERENA Shares issued to Merant Securityholders who accept the Offer will be credited as fully paid, will rank pari passu in all respects with existing SERENA Shares and will be entitled to all dividends and other distributions declared, made or paid after the date hereof. Appropriate adjustments to the number of SERENA Shares paid in the Offer will be made if SERENA effects a stock split, stock dividend or reverse stock split. The new SERENA Shares are expected to be authorised for listing, subject to official notice of issuance, on Nasdaq. It is not expected that application will be made for the new SERENA Shares to be admitted to dealings on any other stock exchange.

The Offer will extend, subject to the terms and conditions to be set out in the Offer Document and Acceptance Form(s), to all Merant Shares unconditionally allotted or issued on the date on which the Offer is made and any further Merant Shares unconditionally allotted or issued while the Offer remains open for acceptance (or prior to such earlier date as SERENA may, subject to the Code, decide). As part of the Offer being made to Merant Shareholders, an offer will also be made to holders of Merant ADSs to tender the Merant Shares underlying such ADSs into the Offer.

The Merant Shares will be acquired by SERENA pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, made or paid hereafter.

Fractions of new SERENA Shares will not be issued to accepting Merant Securityholders. Fractional entitlements to the new SERENA Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to the holders of Merant Shares entitled to them. Such payment will be made in pounds sterling, the proceeds having been converted from US Dollars at a prevailing exchange rate selected by SERENA at the time of payment. However, individual entitlements to amounts of less than GBP 2.50 will not be paid to holders of Merant Shares but will be retained for the benefit of the enlarged SERENA Group.

If sufficient acceptances are received and/or sufficient Merant Shares are otherwise acquired, SERENA intends to apply the provisions of Sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily any outstanding Merant Shares to which the Offer relates.

When the Offer becomes or is declared unconditional in all respects, SERENA intends to procure the making of an application by Merant for the removal of Merant Shares from the Official List and for the cancellation of trading in Merant Shares on the London Stock Exchange's market for listed securities. It is anticipated that cancellation of listing and trading will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects. In such circumstances SERENA also intends to apply for de-listing of the Merant ADSs from Nasdaq. Such de-listings and cancellation would significantly reduce the liquidity and marketability of any Merant Securities in respect of which the Offer has not been accepted.

SERENA and Merant have agreed that in certain circumstances they may choose to implement the acquisition of the Merant Shares by way of a scheme of arrangement under Section 425 of the Companies Act rather than the Offer. Further details are set out in Part 2 of Appendix I.

3. Mix and Match election

Merant Securityholders who validly accept the Offer will be able to request under the mix and match election to vary the proportions in which they receive SERENA Shares and cash in respect of their Merant Securities.

The maximum number of new SERENA Shares to be issued under the Offer and the maximum amount of cash to be paid under the Offer will not be varied as a result of the mix and match election. Accordingly, a Merant Securityholder's mix and match election will be satisfied only to the extent that other Merant Securityholders make opposite elections. To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. To the extent that elections can be satisfied, electing Merant Securityholders will receive new SERENA Shares instead of cash, and vice versa.

Accordingly, Merant Securityholders who make mix and match elections will not know the exact number of new SERENA Shares or the amount of cash they will receive until settlement of the consideration under the Offer, although an announcement of the approximate extent to which mix and match elections will be satisfied will be made two days after the mix and match election ceases to be open for acceptance.

Insofar as a Merant Securityholder is entitled to receive additional cash under the mix and match election, it will be payable in an amount per SERENA Share equal to GBP 11.78 for each such SERENA Share (and proportionately for each part thereof) to which the shareholder would otherwise have been entitled under the basic terms of the Offer if the shareholder had not elected to receive additional cash. This is based on an exchange rate of US$1.8488 : GBP 1.00 and price per SERENA Share of US$21.78 (as explained in Appendix II).

Although the Offer will remain open for a subsequent offer period of at least 14 calendar days after the date on which the Offer becomes or is declared unconditional in all respects, the mix and match election will remain open until, but not beyond, 3:00pm London time, 10:00am New York City time on the date falling five calendar days after the Offer becomes or is declared unconditional in all respects. Mix and match elections must be made at the same time as the acceptances of the Offer to which they relate, on the relevant Acceptance Form. Merant Securityholders who do not make a mix and match election or who do not accept the Offer until after the fifth calendar day after the Offer becomes or is declared unconditional in all respects will receive the basic entitlement of 136.5 pence in cash and 0.04966 of a new SERENA Share for every Merant Share held (directly or through ADSs).

A mix and match election made by a Merant Securityholder may not be changed after the time that it is first made on the relevant Acceptance Form. However, acceptances, including the associated mix and match election, may be withdrawn in accordance with the procedures that will be set out in the Offer Document.

The mix and match election will be conditional upon the Offer becoming or being declared unconditional in all respects.

4. Recommendation

The Merant Board, which has been so advised by UBS Investment Bank, considers the terms of the Offer fair from a financial point of view. In providing advice to the Merant Board, UBS Investment Bank has taken account of the Merant Board's commercial assessments. Accordingly, the Merant Directors intend unanimously to recommend that Merant Securityholders accept the Offer.

Merant Directors have irrevocably undertaken to accept the Offer in respect of their own beneficial holdings, comprising 381,389 Merant Shares in aggregate (representing 0.36 per cent. of Merant's existing issued share capital). One Merant Director, Gerald Perkel, has also irrevocably undertaken to accept the Offer in respect of all Merant Shares he receives as a result of the exercise of options during the period whilst the Offer is open for acceptance, representing up to 1,500,000 Merant Shares. No other Merant Director holds any options over Merant Shares.

5. Undertakings and confirmations of intent to accept the Offer SERENA has received undertakings and confirmations of intent to accept the Offer from certain Merant Securityholders as set out below. The percentage figures are based on the number of Merant Shares in issue on 2 March 2004, being the latest practicable date prior to the date of this announcement.

Shareholder Number of Per cent. Options Merant Shares

Undertakings ------------ J Michael Gullard 126,774 0.12% - Michel Berty 24,758 0.02% - Harold Hughes 134,758 0.13% - Barry X Lynn 24,758 0.02% - Gerald Perkel 45,583 0.04% 1,500,000 Don C Watters 24,758 0.02% - Merant Trustees Limited 7,415,488 7.03% - ------------- --------- Total Undertakings 7,796,877 7.39%

Confirmations of Intent ----------------------- Merant Securityholders(1) 28,862,097 27.35% - ------------- ---------

Total 36,658,974 34.74% ============= =========

(1) Including Schroder Investment Management Limited who hold 22,135,805 Merant Shares (20.98%)

SERENA has therefore received undertakings to accept the Offer in respect of 7,796,877 Merant Shares in aggregate, representing approximately 7.4 per cent. of Merant's existing issued ordinary share capital and confirmations of intent to accept the Offer in respect of a further 28,862,097 Merant Shares in aggregate, representing an additional 27.4 per cent.

The undertakings provided by the Merant Directors cease to be binding only if the Offer lapses or is withdrawn or if the Offer Document is not posted within 28 days of this announcement (or such longer period as may be agreed with the Panel).

The undertaking provided by Merant Trustees Limited ceases to be binding in the same circumstances as those provided by Merant Directors but in addition will lapse if a higher offer is made by a third party: (i) which is recommended by Merant and SERENA has not increased its offer within 7 days; or (ii) such offer is declared unconditional in all respects.

The confirmations of intent are non-legally binding statements of current intention.

6. Inducement fee

In consideration of, and as an inducement to, SERENA making an offer for Merant, Merant has agreed to pay SERENA a fee of GBP 2.06 million (US$3.79 million based on an exchange rate of US$1.8386 : GBP 1.00) in certain limited circumstances.

Save in certain limited circumstances including failure to obtain approval for the Offer under the HSR Act or other applicable antitrust law, this fee is payable on either of the following events:

(a) if a higher competing offer or other competing transaction (or an intention to do either) is publicly announced by a third party, and the Merant Board fails to reaffirm its unanimous recommendation of the Offer and subsequently the Offer lapses or is withdrawn; or

(b) if the Board of Merant withdraws or modifies its recommendation of the Offer.

7. Information on SERENA

SERENA is an industry leader in ECM solutions focused on the mainframe platform. For over twenty years SERENA has focused exclusively on providing solutions that help companies automate change to the applications that run their businesses. Today its products are in use at over 3,600 customer sites - including at least 46 of the Fortune 50. SERENA believes its SERENA Application Framework for Enterprises (SAFE(TM)) is the next step in ECM, providing cross-platform, cross-process and cross-organizational support across application life cycle processes. With headquarters in San Mateo, California, SERENA serves customers worldwide through local offices and an international network of distributors.

SERENA Shares are listed on Nasdaq under the symbol SRNA. SERENA has a current market capitalisation of approximately US$803 million based on the Closing Price on 2 March 2004 being the last dealing day prior to the date of this announcement. In the year ended 31 January 2004 SERENA reported profit before tax of US$33.7 million on revenues of US$105.6 million. As at 31 January 2004 SERENA had total cash and investments of US$377 million.

8. Information on Merant

Merant is a leading provider of software and services for managing code, content and other business-critical assets. Merant designs, develops and markets software products and services for ECM, software configuration management and web content management, under the Merant brand (formerly the PVCS(R) brand). Merant solutions help companies improve their ability to manage change of software applications, code and web content. Merant software is used for software configuration management and web content management. In the year ended 30 April 2003 Merant generated approximately half its revenue from maintenance fees, approximately 38 per cent. from the sale of licenses and the remainder of its revenue from consulting and training. Merant has approximately 535 employees worldwide.

Merant Shares are listed on the Official List and publicly traded on the London Stock Exchange under the symbol MRN, and (in ADS form) on Nasdaq under the symbol MRNT. Merant has a current market capitalisation of approximately GBP 164 million based on the Closing Price on 2 March 2004 being the last dealing day prior to the date of this announcement. In the year ended 30 April 2003, under UK GAAP, Merant reported profit before tax, amortisation of goodwill and exceptional charges of US$5.472 million on revenues of US$122.1 million, using average monthly exchange rates.

Merant released its unaudited third quarter results on 3 March 2004. For the unaudited nine months to 31 January 2004, under UK GAAP, Merant reported revenue of US$91.7 million and profit before taxation, amortisation of goodwill and exceptional charges of US$7.6 million, using average monthly exchange rates. As at 31 January 2004 Merant had net cash of US$70.7 million. This is based on an exchange rate of US$1.8202 : GBP 1.00 on 31 January 2004.

9. Strategic rationale and background to the Offer

The acquisition of Merant will create the second largest provider of ECM software solutions, serving the complex change management needs of at least 46 of the Fortune 50 largest companies worldwide, with a resulting combined installed base of over 15,000 customers. SERENA believes this installed base will provide the combined companies with distribution leverage to cross sell products, expand into new geographies, create new opportunities in channel development and generate a profitable and steady maintenance revenue stream.

The combination brings together two leaders in ECM with the complementary strengths of SERENA on mainframe platforms and Merant on distributed systems platforms and similar visions for future market share expansion.

The boards of directors of SERENA and Merant believe the combination should deliver significant strategic benefits and provide opportunities to reduce expenses and that the combined group would:

-- create the leading ECM vendor with integrated software solutions running on all major operating systems, from the mainframe to UNIX, LINUX and NT distributed systems environments all the way to the worldwide web;

-- combine SERENA's market leading mainframe Software Configuration Management ("SCM") with Merant's market leading enterprise distributed SCM product;

-- deepen and strengthen the customer base by combining SERENA's more than 3,600 customers with Merant's more than 15,000 customer accounts;

-- accelerate SERENA's ability to offer customers its vision of application life cycle management solutions branded as SERENA's Application Framework for Enterprises (SAFE(TM)), thereby accessing larger markets and enabling the combined group to compete more effectively; and

-- offer significant potential cost savings in the areas of overlap such as dual exchange listing, dual public company compliance obligations and dual administrative infrastructures as well as a number of other duplicative areas and initiatives.

Both SERENA and Merant have been pursuing similar strategies and strategic investments to enable the application of change management technology beyond SCM to broader applications within information technology.

10. Management and employees

SERENA recognises the importance to Merant's business of the skills and experience of Merant's management team and employees.

SERENA has given assurances to the Merant Board that the existing employment rights, including pension rights, of the management and employees of Merant will be fully honoured.

Gerald Perkel, President and Chief Executive Officer of Merant, has agreed to join the Board of SERENA as a director, subject to the Offer becoming or being declared unconditional in all respects.

11. Merant Share Schemes

The Offer will extend, subject to the terms and Conditions to be set out in the Offer Document and Acceptance Form(s), to all Merant Shares unconditionally allotted or issued fully paid (or credited as fully paid) upon exercise of options under the Merant Share Schemes while the Offer remains open for acceptance (or until such earlier date as SERENA may, subject to the provisions of the Code, determine). Appropriate proposals will be made to the holders of options under the Merant Share Schemes in due course and further information will be available in the Offer Document.

12. Financing of cash component

SERENA intends to fund the cash component of the Offer from its existing cash resources.

13. General

Save for the irrevocable undertakings or as disclosed herein, neither SERENA nor any director of SERENA, nor to SERENA's knowledge, any person acting in concert with SERENA, owns or controls any Merant Securities or holds any options to purchase any Merant Shares or has entered into any derivative referenced to securities of Merant which remain outstanding. In the interests of secrecy, SERENA has not made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purpose of the Offer.

The timetable for the Offer will be as approved by the Panel but will also be subject to certain requirements of the SEC. The formal Offer Document, setting out details of the Offer, and enclosing the Acceptance Form(s), will be dispatched to Merant Securityholders in due course.

This announcement does not constitute an offer or an invitation to purchase any securities. The availability of the Offer to persons not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or the United States, or who are subject to the laws of any jurisdiction other than the United Kingdom or the United States, should inform themselves about, and observe any applicable requirements.

Unless otherwise determined by SERENA before publication of the Offer Document, it is not intended that the Offer will be made, directly or indirectly, in or into Australia, Canada or Japan and in such circumstances it will not be capable of acceptance in or from Australia, Canada or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into Australia, Canada or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute this announcement in or into Australia, Canada or Japan.

SERENA and Merant have agreed that in certain circumstances they may choose to implement the acquisition of the Merant Shares by way of scheme of arrangement under Section 425 of the Companies Act. Further details are set out in Part 2 of Appendix I.

The SERENA Directors accept responsibility for the information contained in this announcement which relates to the SERENA Group and the SERENA Directors. To the best of the knowledge and belief of the SERENA Directors (who have taken all reasonable care to ensure that such is the case) such information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Merant Directors accept responsibility for the information contained in this announcement which relates to the Merant Group and the Merant Directors. To the best of the knowledge and belief of the Merant Directors (who have taken all reasonable care to ensure that such is the case) such information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Lehman Brothers, which is regulated in the UK by the Financial Services Authority, is acting for SERENA in connection with the Offer and no one else and will not be responsible to anyone other than SERENA for providing the protections afforded to customers of Lehman Brothers, nor for providing advice in relation to the Offer.

UBS Investment Bank is acting for Merant in connection with the Offer and no one else and will not be responsible to anyone other than Merant for providing the protections afforded to customers of UBS Investment Bank, nor for providing advice in relation to the Offer.

It should be noted that by virtue of the conflicting provisions of the Code and the US securities laws, the Panel has agreed that the Acceptance Condition may be structured so that the Offer cannot become or be declared unconditional as to acceptances until such time as all other Conditions to the Offer have been satisfied, fulfilled or, to the extent permitted, waived. The Acceptance Condition in paragraph 1(a) of Appendix I has been drafted accordingly.

The Panel wishes to draw the attention of member firms of Nasdaq to certain UK dealing disclosure requirements following this announcement, which commences an Offer Period in accordance with the Code. The Code is published and administered by the Panel. An Offer Period is deemed to commence at the time when an announcement is made of a proposed or possible offer, with or without terms. Merant has equity securities traded on the London Stock Exchange and Nasdaq. SERENA has equity securities traded on Nasdaq.

The disclosure requirements referred to above are set out in more detail in Rule 8 of the Code. In particular Rule 8.3 requires public disclosure of dealings during the Offer Period by persons who own or control or pursuant to an agreement or understanding (whether formal or informal), or who would as a result of any transaction own or control, 1 per cent. or more of any class of relevant securities of Merant and/or SERENA. Relevant securities include Merant Securities, SERENA Shares and instruments convertible into either Merant Securities or SERENA Shares. In the case of the Offer for Merant, this requirement will apply until the end of the Offer Period.

Disclosure should be made on an appropriate form no later than 12 noon London time on the business day following the date of the dealing transaction. These disclosures should be sent to a Regulatory Information Service in the UK and to the Panel (fax number: +44 (0)20 7638 1554).

The Panel requests that member firms advise those of their clients who wish to deal in the relevant securities of Merant or SERENA, whether in the US or in the UK, that they may be affected by these requirements. If there is any doubt as to their application, the Panel should be consulted (telephone number: +44 (0)20 7638 0129, fax number: +44 (0)20 7638 1554).

As at 2 March 2004, the last practicable date prior to this announcement:

(i) there were 105,516,545 Merant Shares (International Securities Identification Number GB0002483831 for Merant Shares listed on the London Stock Exchange and US5873361084 for Merant ADSs) in issue;

(ii) there were 38,352,090 SERENA Shares (International Securities Identification Number US8174921010) in issue;

(iii) Merant had outstanding options to subscribe for up to 16,443,389 Merant Shares (excluding options over issued Merant Shares granted by Merant's employee benefit trusts);

(iv) SERENA had vested and unvested options outstanding in respect of 4,980,959 SERENA Shares; and

(v) SERENA had convertible bonds (International Securities Identification Number US817492AA91) outstanding which in certain circumstances may convert into up to 9,912,694 SERENA Shares.

SERENA will be filing a Registration Statement on Form S-4 with the SEC with respect to the SERENA Shares to be issued in the Offer which will include all information to be contained in the Offer Document. In addition, SERENA will file a Tender Offer Statement and other related documentation and Merant will file a Solicitation/Recommendation Statement with the SEC on the date the Offer Document is mailed to Merant Securityholders. Free copies of these documents will be available on the SEC's web site at www.sec.gov. The Registration Statement on Form S-4 and the Tender Offer Statement may also be obtained at no charge from SERENA at 2755 Campus Drive, 3rd Floor, San Mateo, CA 94403-2538, USA and the Solicitation/Recommendation Statement may be obtained at no charge from Merant at 3445 NW 211th Terrace, Hillsboro, OR 97124, USA. Merant Securityholders are urged to read the Registration Statement on Form S-4, Tender Offer Statement, the Solicitation/Recommendation Statement and the related documentation when they become available as they will contain important information.

This announcement may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 of the United States. These statements by their nature involve risks and uncertainties and there are many factors which may cause actual results to differ materially from these statements. Such factors include economic, competitive and technological factors affecting SERENA's and Merant's operations, markets, services and prices as well as SERENA's ability to integrate Merant's businesses with SERENA's and to realise synergies from the acquisition and the other factors detailed in SERENA's and Merant's SEC filings. The safe harbour protection afforded by the Private Securities Litigation Reform Act of 1995 does not apply to forward-looking statements made in connection with the Offer.

Appendix III to this announcement contains definitions of certain expressions used in this announcement.

Enquiries

SERENA Software, Inc. Mark Woodward Tel: +1 (650) 522 6531 Robert Pender Tel: +1 (650) 522 6604

Merant plc Gerald Perkel Tel: +1 (503) 617 2735 Scott Hildebrandt Tel: +1 (503) 617 2401

Lehman Brothers (Financial Adviser to SERENA) Keith Jue Tel: + 1 (650) 289 6000 Eric Wagner

Chris Nicholls Tel: + 44 (0) 20 7102 1000 James Rushton

UBS Investment Bank (Financial Adviser to Merant) Seth Ferguson Tel: +1 (415) 352 5650 K.S. Jangbahadur

John Woolland Tel: + 44 (0) 20 7567 8000

APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

1. Conditions of the Offer

The Offer, which will be made by SERENA on its own behalf in the United States and by Lehman Brothers on behalf of SERENA elsewhere, will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3:00 pm (London time), 10:00 am (New York City time), on the first closing date of the Offer (or such later time(s) and/or date(s) as SERENA may, subject to the rules of the City Code or with the consent of the Panel and in accordance with the Exchange Act, decide) in respect of not less than 90 per cent. (or such lower percentage as SERENA may decide) in nominal value of the Merant Securities to which the Offer relates, provided that this condition will not be satisfied unless SERENA (together with any of its wholly-owned subsidiaries) shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Merant Securities carrying, in aggregate, more than 50 per cent. of the voting rights then exercisable at general meetings of Merant, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Merant Securities which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise and; for this purpose:

(i) the expression "Merant Securities to which the Offer relates" shall be construed in accordance with sections 428 to 430F of the Companies Act; and

(ii) Merant Securities which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon issue;

provided that, unless SERENA otherwise determines, this condition (a) shall be capable of being satisfied only at a time when all of the other conditions (b) to (k) inclusive have been either satisfied, fulfilled or, to the extent permitted, waived.

(b) the new SERENA Shares having been authorised for listing, subject to official notice of issuance, on Nasdaq and the Registration Statement having been declared effective;

(c) no Third Party having taken, instituted, implemented or threatened in writing any action, proceedings, suit, investigation or enquiry, or made, proposed or enacted, any statute, regulation or order or taken any other steps and there continuing not to be outstanding any statute, regulation, order or other matter which in each case would reasonably be expected to:

(i) make the Offer, its implementation or the acquisition or proposed acquisition by SERENA or any U.S. or U.K. subsidiary of SERENA of any or all shares or other securities in (or the equivalent), or control or management of, Merant or any member of the Wider Merant Group void, illegal or unenforceable in or under the laws of any relevant jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, materially restrict or materially delay the same or impose additional material conditions or obligations with respect to the Offer or such acquisition, or otherwise materially impede, challenge or interfere with the Offer or such acquisition, or require material amendment to the terms of the Offer or the acquisition or proposed acquisition of any Merant Securities or the acquisition of control of Merant or the Wider Merant Group by SERENA;

(ii) limit or delay the ability of any member of the SERENA Group or any member of the Wider Merant Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Merant Group or any member of the SERENA Group to an extent which is material in the context of the Offer;

(iii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the SERENA Group of any shares or other securities (or the equivalent) in Merant to an extent which is material in the context of the Offer;

(iv) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the SERENA Group or by any member of the Wider Merant Group of all or any portion of their respective businesses, assets or properties or limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof to an extent which is material in the context of the Wider Merant Group taken as a whole or the SERENA Group taken as a whole;

(v) except pursuant to Part XIIIA of the Companies Act, require any member of the SERENA Group or of the Wider Merant Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party or to sell or offer to sell any shares or other securities (or the equivalent in), or any asset or any member of the Wider Merant Group to an extent which is material in the context of the Wider Merant Group taken as a whole or the SERENA Group taken as a whole;

(vi) limit the ability of any member of the SERENA Group or of the Wider Merant Group to conduct or integrate or coordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the SERENA Group or of the Wider Merant Group to an extent which is material in the context of the Offer;

(vii) result in any member of the SERENA Group or the Wider Merant Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material in the context of the Wider Merant Group taken as a whole or the SERENA Group taken as a whole; or

(viii) otherwise adversely affect the business, assets, profits, financial or trading position of any member of the Wider Merant Group or of the SERENA Group to an extent which is material in the context of the Offer, and

(ix) all applicable time periods during which any Third Party could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene under the laws or regulations of any relevant jurisdiction having expired, lapsed or been terminated;

(d) without limitation to condition (c) above:

(i) all filings having been made and all or any applicable waiting periods and other time periods (including any extensions thereof) under the HSR Act and the regulations thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the proposed acquisition of Merant by SERENA, or any matters arising from that proposed acquisition;

(ii) insofar as the merger provision of the Enterprise Act 2002 may be applicable, the Office of Fair Trading indicating in terms satisfactory to SERENA, that it does not intend to refer the proposed acquisition of Merant by SERENA, or any matter arising therefrom, to the Competition Commission, or the statutory period for any such referral expiring without such reference having been made, or the Office of Fair Trading accepting undertakings from SERENA in terms satisfactory to SERENA, in lieu of referring the proposed acquisition by SERENA of Merant, or any matter arising therefrom, to the Competition Commission; and

(iii) no statute, rule, regulation, executive order, decree, ruling or injunction having been enacted, entered, promulgated or enforced by any court or other governmental or regulatory entity having jurisdiction over the Offer, the Wider Merant Group or the SERENA Group that prohibits, restrains or enjoins the consummation of the Offer.

(e) all necessary notifications and filings having been made, all applicable time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities (or the equivalent) in Merant or control (directly or indirectly) of Merant or any other member of the Wider Merant Group by any member of the SERENA Group or the carrying on by any member of the Wider Merant Group of its business, where the absence thereof would have a material adverse affect in the context of the Wider Merant Group taken as a whole;

(f) all necessary Authorisations in any jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in Merant or control (directly or indirectly) of Merant or any other member of the Wider Merant Group by any member of the SERENA Group or the carrying on by any member of the Wider Merant Group of its business in any jurisdiction having been obtained, in terms and in a form satisfactory to SERENA, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Merant Group has entered into contractual arrangements, in each case where the absence of such Authorisation would have a material adverse effect in the context of the Offer and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional in all respects and there being no notice of any intention to revoke, suspend, restrict, adversely modify or not to renew any of the same;

(g) except as fairly disclosed to SERENA by or on behalf of Merant, or disclosed in Merant filings with the SEC, or as disclosed in the Annual Report and Accounts of Merant, or as publicly announced by Merant (by the delivery of an announcement to a Regulatory Information Service), prior to the date of this announcement, there being no provision of any arrangement, agreement, license, permit, franchise or other instrument to which any member of the Wider Merant Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, Merant or any other member of the Wider Merant Group by any member of the SERENA Group or otherwise, could or might reasonably be expected to result in, (in any case to an extent which is or would be material in the context of the Wider Merant Group taken as a whole):

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Merant Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date or the ability of any member of the Wider Merant Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Merant Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, license, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Merant Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;

(iv) any asset or interest of any member of the Wider Merant Group being or falling to be disposed of or ceasing to be available to any member of the Wider Merant Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Merant Group, in each case, otherwise than in the ordinary course of business;

(v) any member of the Wider Merant Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the creation of liabilities (actual or contingent) by any member of the Wider Merant Group, otherwise than in the ordinary course of business;

(vii) the rights, liabilities, obligations or interests of any member of the Wider Merant Group under any such arrangement, agreement, license, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated, adversely modified or affected;

(viii) the financial or trading position of any member of the Wider Merant Group being prejudiced or adversely affected, or

(ix) no event having occurred which, under any provision of any such arrangement, agreement, license, permit or other instrument, could result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this Condition (g) in any case to an extent which is or would be material in the context of the Wider Merant Group taken as a whole;

(h) since 30 April 2003 and except as disclosed in the Annual Report and Accounts of Merant, or in Merant filings with the SEC, or as otherwise publicly announced by Merant (by the delivery of an announcement to a Regulatory Information Service), or as otherwise fairly disclosed to SERENA by or on behalf of Merant prior to the date of this announcement no member of the Wider Merant Group having:

(i) issued or agreed to issue, or authorised or proposed the issue of, additional shares or securities of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities other than as between Merant and wholly-owned subsidiaries of Merant and other than any options granted as disclosed to SERENA prior to the date of the announcement and any shares, with the consent of SERENA issued upon the exercise of any options granted under any of the Merant Share Option Schemes;

(ii) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital (other than with respect to any wholly-owned subsidiary of Merant);

(iii) recommended, declared, issued, paid or made or proposed to recommend declare, pay, issue or make any bonus, dividend or other distribution whether payable in cash or otherwise (other than to Merant or a wholly-owned subsidiary of Merant);

(iv) made, committed to make, authorised, proposed or announced an intention to propose any change in its share or loan capital;

(v) merged with, demerged or acquired any body corporate, partnership or business, or (other than a transaction between Merant and a wholly-owned subsidiary of Merant) acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (which is material in the context of the Wider Merant Group taken as a whole);

(vi) issued, authorised or proposed the issue of, or authorisation of or made any change in or to any debentures or (except in the ordinary course of business) incurred or increased any indebtedness or liability (actual or contingent), including pursuant to any agreements or arrangements existing prior to the date of this announcement, which in any case is material in the context of the Wider Merant Group taken as a whole;

(vii) entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise), and which in any case is reasonably likely to be material in the context of the Wider Merant Group taken as a whole or the SERENA Group taken as a whole, as the case may be, which:

(A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or

(B) which is reasonably likely to restrict the business of any member of the Wider Merant Group or any member of the SERENA Group; or

(C) is other than in the ordinary course of business;

(viii) entered into or varied or made any offer to enter into or vary the terms of, any contract, agreement or arrangement with any of the directors of Merant or with Stephen King, Scott Hildebrandt, Diane Williams, Robert Blaskowsky, Stephen Going, Robert Dunne, Brian Unruh or Rees Withers;

(ix) (other than in respect of any member which is or was at this time dormant) taken or proposed any corporate action or had any legal proceedings instituted or threatened in writing against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any part of its assets and revenues or any analogous pro

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