Exhibit (a)(4)
July 15, 1999
Board of Directors
Information Advantage, Inc.
0000 Xxxxxx Xxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000-0000
Members of the Board:
We understand that Information Advantage, Inc. (the "Company"), Sterling
Software, Inc. ("Acquiror") and Sterling Software Acquisition Corp. (a wholly
owned subsidiary of Acquiror, "Merger Sub") are proposing to enter into an
Agreement and Plan of Merger (the "Agreement") which will provide, among other
things, for the Offer and the Merger (as such terms are defined below). Under
the terms, and subject to the conditions, set forth in a draft of the Agreement
dated July 15, 1999 (the "Draft Agreement"), (i) Merger Sub will commence a
tender offer (the "Offer") to purchase all of the outstanding shares of common
stock of the Company, par value $.01 per share ("Company Common Stock"), for
$6.50 per share net to the seller in cash, and (ii) following the Offer, Merger
Sub will be merged with and into the Company (the "Merger"). Pursuant to the
Merger, the Company will become a wholly owned subsidiary of Acquiror and each
share of Company Common Stock (other than shares of Company Common Stock held in
treasury or owned by Acquiror or any of its subsidiaries or as to which
dissenters' rights have been properly exercised ("Dissenting Shares")) shall be
converted into the right to receive $6.50 in cash or any higher price for each
Share in the Offer, without interest. The terms and conditions of the Offer and
the Merger are set out more fully in the Agreement.
You have asked us whether, in our opinion, the cash consideration to be
paid in the Offer and the Merger is fair from a financial point of view and as
of the date hereof to the "Holders of Company Common Stock". The "Holders of
Company Common Stock" shall be defined as all holders of Company Common Stock
other than Acquiror, Merger Sub, any affiliates of Acquiror or Merger Sub and
any holders of Dissenting Shares.
For purposes of this opinion we have, among other things:
(i) reviewed certain publicly available financial statements and other
business and financial information of the Company;
(ii) reviewed certain internal financial statements and other financial
and operating data concerning the Company prepared by the Company's
management;
(iii) reviewed certain financial forecasts and other forward looking
financial information prepared by the Company's management;
(iv) held discussions with the management of the Company concerning the
business, past and current operations, financial condition and
future prospects of the Company;
(v) reviewed the financial terms and conditions set forth in the Draft
Agreement;
(vi) reviewed the stock price and trading history of the Company;
(vii) compared the financial performance of the Company and the prices and
trading activity of Company Common Stock with that of certain other
publicly traded companies comparable with the Company;
(viii) compared the financial terms of the Offer and the Merger with the
financial terms, to the extent publicly available, of other
transactions that we deemed relevant;
(ix) reviewed and considered in the analysis, information prepared by
members of management of the Company with respect to the Company and
publicly available information with respect to Acquiror (including
publicly available estimates for Acquiror by research analysts)
relating to the relative contributions of the Company and Acquiror
in the combined company;
(x) prepared a discounted cash flow analysis of the Company;
(xi) participated in discussions and negotiations among representatives
of the Company and Acquiror and their financial and legal advisors;
and
(xii) made such other studies and inquiries, and reviewed such other data,
as we deemed relevant.
In our review and analysis, and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of all of the financial and other
information provided to us (including information furnished to us orally or
otherwise discussed with us by the Company's management) or publicly available
and have neither attempted to verify, nor assumed responsibility for verifying,
any of such information. We have relied upon the assurances of the Company's
management that it is not aware of any facts that would make such information
inaccurate or misleading. Furthermore, we did not obtain or make, or assume any
responsibility for obtaining or making, any independent evaluation or appraisal
of the properties, assets or liabilities (contingent or otherwise) of the
Company, nor were we furnished with any such evaluation or appraisal. With
respect to the financial forecasts and projections (and the assumptions and
bases therefor) for the Company that we have reviewed, upon the advice of the
Company's management, we have assumed that such forecasts and projections have
been reasonably prepared in good faith on the basis of reasonable assumptions
and reflect the best currently available estimates and judgments as to the
future financial condition and performance of the Company and we have further
assumed that such projections and forecasts will be realized in the amounts and
in the time periods currently estimated. With respect to publicly available
forecasts and projections for the Acquiror that we have reviewed, we have
assumed that such forecasts and projections have been reasonably prepared on the
basis of reasonable assumptions and reflect the best currently available
estimates and judgments as to the
future financial condition and performance of the Acquiror and we have further
assumed that such projections and forecasts will be realized in the amounts and
in the time periods currently estimated.
We have assumed that the Offer and the Merger will be consummated upon the
terms set forth in the Draft Agreement without material alteration thereof. In
addition, we have assumed that the historical financial statements of the
Company and Acquiror reviewed by us have been prepared and fairly presented in
accordance with U.S. generally accepted accounting principles consistently
applied. We have relied as to all legal matters relevant to rendering our
opinion on the advice of counsel.
This opinion is necessarily based upon market, economic and other
conditions as in effect on, and information made available to us as of, the date
hereof. It should be understood that subsequent developments may affect the
conclusion expressed in this opinion and that we disclaim any undertaking or
obligation to advise any person of any change in any matter affecting this
opinion which may come or be brought to our attention after the date of this
opinion. Our opinion is limited to the fairness, from a financial point of view
and as to the date hereof, to the Holders of Company Common Stock of the cash
consideration to be paid in the Offer and the Merger. We do not express any
opinion as to (i) the value of any employee agreement or other arrangement
entered into in connection with the Offer and the Merger or (ii) any tax or
other consequences that might result from the Offer and the Merger. Our opinion
does not address the relative merits of the Offer and the Merger and the other
business strategies that the Company's Board of Directors has considered or may
be considering, nor does it address the decision of the Company's Board of
Directors to proceed with the Offer and the Merger.
We are acting as financial advisor to the Company in connection with the
Offer and the Merger and will receive (i) a fee contingent upon the delivery of
this opinion and (ii) an additional fee contingent upon the consummation of the
Offer and the Merger. In addition, the Company has agreed to indemnify us for
certain liabilities that may arise out of our engagement. In the past, we have
provided certain investment banking services to the Company for which we have
been paid fees, including acting as lead manager for the Company's initial
public offering in 1997 and acting as financial advisor to the Company in
connection with its acquisition of IQ Software in 1998. We maintain a market in
the shares of Company Common Stock. In the ordinary course of business, we may
trade in the Company's securities and Acquiror's securities for our own account
and the account of our customers and, accordingly, may at any time hold a long
or short position in the Company's securities or Acquiror's securities.
Our opinion expressed herein is provided for the information of the Board
of Directors of the Company in connection with its evaluation of the Offer and
the Merger. Our opinion is not intended to be and does not constitute a
recommendation to any stockholder of the Company whether or not to tender
his/her shares of Company Common Stock in the Offer or, if required, how to
vote, or whether or not to take any action, with respect to the Offer and the
Merger. This opinion may not be summarized, described or referred to or
furnished to any party except with our express prior written consent.
Based upon and subject to the foregoing considerations, it is our opinion
that, as of the date hereof, the cash consideration to be paid in the Offer and
the Merger is fair to the Holders of Company Common Stock from a financial point
of view.
Very truly yours,
/s/ BANCBOSTON XXXXXXXXX
XXXXXXXX INC.
BANCBOSTON XXXXXXXXX XXXXXXXX
INC.
