Hewlett-Packard Co. said today that it has reached an agreement to acquire Mercury Interactive Corp., an IT management software and services firm, in a deal worth approximately $4.5 billion.
HP officials said in a statement announcing the deal that they expect the purchase to boost HP's portfolio of IT management software and services.
'Today, we are combining two market-leading businesses to create the most powerful management software portfolio in the industry,' said Mark Hurd, HP's CEO and president. 'Together, they will help customers cut their IT costs, speed the delivery of new services and drive profitable growth at HP. We expect this important acquisition to deliver significant value for our shareholders.'
Mercury Interactive CEO and President Tony Zingale said the union means the two companies will 'instantly become the industry's premier provider of business technology optimization software.'
HP plans to pay $52 per share for Mercury Interactive, with the acquisition expected to increase the size of HP's software business to more than $2 billion a year in revenue. Once the deal closes, Mountain View, Calif.-based Mercury will become part of the HP software business, with both companies' sales forces cross-selling each others' products.
In a conference call with news media late today, Hurd said he expects the acquisition to help HP become a more powerful force in the software industry. 'Software is core to the strategy of the entire company,' he said. 'When you have an opportunity to acquire a company like Mercury, you do it.'
HP is paying a stock premium of about 33% to purchase Mercury shares -- an amount Hurd called 'not unusual.' Omnisphere 2 keygen mac torrent.
'I think this premium accurately reflects the value of this property,' he said. 'We see a lot of opportunity for HP.'
The deal has been under consideration for some time, he said. 'From a strategic standpoint, the fact that [Mercury is a] software business that was almost a perfect complement for our software business' made the deal a good one, according to Hurd.
'We think it makes sense,' he said. 'We are very focused on making this right and making this work. I am confident that this transaction demonstrates that HP is building a software company that is to be reckoned with.'
Thomas Hogan, senior vice president of HP's software business, said the product lines from the two companies 'complement each other almost completely, with no product overlap.'
The transaction brings together the strength of HP OpenView systems, network and IT service management software with Mercury's strength in application management, application delivery, IT governance and service-oriented architecture governance, according to HP.
Jason Bloomberg, an analyst with ZapThink LLC in Baltimore, said that the deal now creates a battle of the titans between HP, CA and IBM to see who can put together the most compelete enterprise information management offering. He said the battle zone is shaping up to be over service-oriented governance.
'With the Mercury acquisition, HP now adds full lifecycle management to the mix, and what will likely turn out to be the gem of the deal: the Systinet registry, HP's answer to IBM's new [Web services] registry product,' Bloomberg said.
HP said it expects the purchase to close by the end of the year.
Computerworld's Heather Havenstein and Ken Mingis contributed to this report.
Part of HP Software Division, Hewlett Packard | |
Industry | Computer Systems Software Consulting IT Services |
---|---|
Fate | Acquired by HP, moved to Hewlett Packard Enterprise when HP split and spun out to Micro Focus. |
Founded | 1989; 30 years ago |
Headquarters | Cupertino, California, United States |
Products | IT Management Software |
Website | www.hp.com/software |
Mercury (formerly Mercury Interactive Corporation) is a former Israeli company that has been acquired by the HP Software Division. Mercury offered software for application management, application delivery, change and configuration management, service-oriented architecture, change request, quality assurance, and IT governance.
History[edit]
In 1989, Amnon Landan and Arye Finegold founded Mercury Interactive Corporation.[1] The company was based in California and had offices located around the world. It also had a large R&D facility in Yehud, Israel.[2]
On 25 July 2006, Hewlett-Packard announced that it would pay approximately $4.5 billion to acquire Mercury Interactive, offering to pay $52 a share.[3]
On 7 November 2006, Mercury Interactive formally became part of HP.[4] The Mercury Interactive products are now sold by HP Software Division.[5]
Mercury Interactive legacy products were integrated and sold as part of the HP IT Management Software portfolio from the HP Software Division.[6]
Most of the Mercury Interactive software assets were apportioned to Hewlett Packard Enterprise (HPE) when HP split into two companies. In September 2017, HPE completed the sale of most of its software assets, including the legacy Mercury Interactive products to UK-based Micro Focus.
Acquisitions[edit]
From 2000 until its HP acquisition in 2006, Mercury purchased several software companies:
- Conduct Software Technologies, Inc., acquired by Mercury Interactive in a share-swap deal worth about $50M, was a privately held software company founded in 1996 by Sharon Azulai, David Barzilai, and Ran Levy. The company provided network topology visualization products, to pinpoint bottlenecks and isolate the location of network problems both across the network and across the system infrastructure. Its main product was SiteRunner, which used multi-agent technology to pinpoint bottlenecks. As part of Mercury, Conduct alumni started a new project, nicknamed Falcon and later called Prism, that switched focus to monitoring web server traffic.[7]
- Freshwater Software was a software vendor of a web server monitoring and administration tool called SiteScope.[8] Mercury Interactive acquired Freshwater Software in 2001.[9] The product is now called HP SiteScope software.
- Performant Inc. was a software vendor of J2EE diagnostic tools. Mercury Interactive acquired Performant in 2003 for $22.5M.[10]
- Kintana Inc. was a software vendor of IT governance products. Mercury Interactive acquired Kintana in June 2003 for $225M.[11] Kintana products are now called HP Project and Portfolio Management software.
- Appilog was a software vendor of auto-discovery and application mapping software. Appilog products mapped the relationships among applications and their underlying infrastructure.[12] Mercury Interactive acquired Appilog for $49M in 2004.[13] Appilog products are now part of HP Universal CMDB software, an HP Business Service Management offering.
- BeatBox Technologies (formerly named 'ClickCadence LLC') was a software vendor of real user behavior tracking products. Mercury Interactive acquired BeatBox in 2005 for approximately $14 million in cash, 'to extend the real user monitoring capabilities of its BTO software and to enhance its performance lifecycle offerings.'.[14] BeatBox was incorporated into Mercury's Real User Monitor (RUM) product, which is now part of HP Business Availability Center.
- Systinet (formerly named IdooX) was a software vendor of registry and enablement products for standard service-oriented architecture (SOA). Mercury Interactive acquired Systinet in 2006 for $105M.[15] Systinet products are now called HP SOA Systinet software.
Corporate malfeasance[edit]
From 4 January 2006 until its acquisition by Hewlett-Packard, Mercury Interactive was traded via the Pink Sheets as a result of being delisted from the NASDAQ due to noncompliance with filing requirements.[16] On 3 January 2006, Mercury missed a second deadline for restating its financials, leading to the delisting.
Chief Executive Officer Amnon Landan, Chief Financial Officer Douglas Smith, and General Counsel Susan Skaer resigned in November 2005 after a special committee at the company found that they benefited from a program to favorably price option grants. The committee found that, beginning in 1995, there were 49 instances in which the stated date of a stock option grant was different from the date on which the option appeared to have been granted. In almost every case, the price on the actual date was higher than the price on the stated grant date.[17] A former Chief Financial Officer, Sharlene Abrams, later associated with the financial misreporting, had resigned previously in November 2001.[18]
The Chief Executive Officer, Amnon Landan, also was found to have misreported personal stock option exercise dates to increase his profit on transactions three times between 1998 and 2001. In addition, a $1 million loan to Mr. Landan in 1999—which was repaid—did not appear to have been approved in advance by the Board of Directors and was referred to in some of the company's public filings with the Securities and Exchange Commission, but was not clearly disclosed.[19] In 2007, the SEC filed civil fraud charges against Landan, Smith, Skaer and Abrams. Without admitting or denying the SEC's allegations, Mercury Interactive agreed to pay a $28 million civil penalty to settle the Commission's charges in 2007.[20]
Mercury Interactive Llc
The SEC settled charges against Sharlene Abrams in March 2009. Abrams agreed to pay $2,287,914 in disgorgement, of which $1,498,822 represented the 'in-the-money' benefit from her exercise of backdated option grants, and a $425,000 civil penalty.[21] In September 2009, a federal judge dismissed all charges brought by the SEC against Susan Skaer, who now goes by the name Susan Skaer Tanner.[22]
Products[edit]
- HP ALM software: Application Lifecycle Management and testing toolset
- HP LoadRunner software: Integrated software performance testing tools
- HP QuickTest Professional software: Automated software testing
- HP Quality Center software (formerly HP TestDirector for Quality Center software): Quality management software for applications
- HP SiteScope software: Agentless monitoring software
- HP Universal CMDB software: Configuration management database
- HP Project and Portfolio Management software Project Management module: zero-client software for scheduling and managing software
- HP Business Process Testing software: Automated and manual testing software for test design, test creation, test maintenance, test execution, and test data management
- HP Diagnostics software: Diagnostic software for applications
- HP Discovery and Dependency Mapping software: Automated application and IT infrastructure mapping software
- HP Functional Testing software: Automated functional and regression testing software
- HP Real User Monitor software: Software that provides real-time visibility into application performance and availability from the user perspective
- HP Performance Center: Application performance testing management solutions
- HP Business Availability Center: Business service management solutions
- HP Mobile Center: mobile application testing solution
Competitors[edit]
- Quality Assurance
- IBM (acquired Rational)
- Micro Focus (acquired Borland which acquired Segue - SilkTest, SilkPerformer)
![Director Director](https://i.ytimg.com/vi/5Qij46fStWE/hqdefault.jpg)
- IT Governance / ITIL / ITSM
- CA (acquired Niku)
- Compuware (acquired ChangePoint)
- IBM (Tivoli)
- Microsoft (System Center)
- Monitoring and Diagnostics
- BMC(acquired Coradiant)
- CA (acquired Wily Technology)
- Microsoft (System Center)
References[edit]
- ^'Mercury Interactive.'
- ^“Mercury in Israel.”
- ^HP to Acquire Mercury Interactive Corp.” news release.
- ^“HP Closes Landmark Mercury Acquisition” news release.
- ^“Looking for Mercury Interactive?” HP web page.[permanent dead link]
- ^“Looking for Mercury Interactive?” HP web page. Retrieved 2010-02-15.[permanent dead link]
- ^Israel Venture Capital Research Center. “Next best to a sure thing.” Retrieved 2010-02-25.Archived 2011-07-13 at the Wayback Machine
- ^Business Wire. “Freshwater Software delivers a splash of Java with SiteScope 2.0; New Web monitoring and administration tools simplify and automate the management of complex Web environments.” Retrieved 2010-02-22.
- ^M2 Presswire. “Mercury Interactive acquires Freshwater Software to solidify application performance management leadership.”
- ^Mary Hayes Weier. InformationWeek. “Mercury Buys Kintana: Start Of A Spending Spree?” Retrieved 2010-02-24.
- ^Mary Hayes Weier. InformationWeek. “Mercury Buys Kintana: Start Of A Spending Spree?”
- ^Business Wire. “Appilog to Be Acquired by Mercury.” Retrieved 2010-02-26.
- ^Charles Babcock. InformationWeek. “Mercury Buys Appilog.”
- ^PR Newswire. “Mercury Announces BTO Core Technology Acquisitions.”
- ^Paul Krill. InfoWorld. “Mercury buys Systinet in SOA governance play.” Retrieved 2010-0226.
- ^Seeking Alpha. “Mercury and Comverse: Strategic Fall to The Pink Sheets (MERQ, CMVT).”
- ^TheStreet.com. “Mercury Interactive CEO, CFO Resign.” Retrieved 2010-02-25.Archived 2011-06-06 at the Wayback Machine
- ^U.S. Securities and Exchange Commission. “Defendant Sharlene Abram’s Objections to Lead Plaintiff’s Request for Judicial Notice in Opposition to Defendants’ Motion to Dismiss the Consolidated Complaints’ Class Action Suit.”
- ^PR Newswire. “Mercury Board of Directors Names Anthony Zingale Chief Executive Officer.”
- ^Securities and Exchange Commission. “SEC Settles With Mercury Interactive and Sues Former Mercury Officers for Stock Option Backdating and Other Fraudulent Conduct.” Retrieved 2010-02-25.
- ^U.S. Securities and Exchange Commission. “Sharlene Abrams, Former Chief Financial Officer of Mercury Interactive, LLC, to be Permanently Enjoined and to Pay Civil Penalties and Disgorgement for Stock Option Backdating and Other Fraudulent Conduct; Abrams Also to be Barred from Serving as an Officer and Director of a Public Company.”
- ^Amy Miller. Texas Lawyer. “Ex-GC Alleges McAfee Used Him as 'Shield' to Protect Its CEO, Directors.” Retrieved 2010-02-25.
Bibliography[edit]
- ^'Mercury Interactive Shares to Be Delisted'. TheStreet.Com. Retrieved 2006-01-03.
External links[edit]
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 22623 / February 21, 2013
Securities and Exchange Commission v. Mercury Interactive, LLC (f/k/a Mercury Interactive Corporation), Amnon Landan, Sharlene Abrams, Douglas Smith, and Susan Skaer, Civil Action No. 07-2822 (WHA) (N.D. Cal., filed May 31, 2007)
FORMER MERCURY INTERACTIVE CEO/CHAIRMAN AND CFO SETTLE SUIT ALLEGING STOCK OPTIONS BACKDATING AND OTHER MISCONDUCT
Executives to be Permanently Enjoined, to Pay Civil Penalties and Disgorgement, and to Reimburse Company Pursuant to Section 304 of Sarbanes-Oxley; Former CEO/Chairman also to be Barred for Five Years from Serving as an Officer and Director of any Public Company
The Securities and Exchange Commission today settled civil fraud charges against Amnon Landan, the former Chairman and Chief Executive Officer of Mercury Interactive, LLC (Mercury), and Douglas Smith, a former Chief Financial Officer of Mercury, arising from an alleged scheme to backdate stock option grants and from other alleged misconduct.
On May 31, 2007, the Commission charged Landan, Smith, and two other former senior Mercury officers with perpetrating a fraudulent and deceptive scheme from 1997 to 2005 to award themselves and other Mercury employees undisclosed, secret compensation by backdating stock option grants and failing to record hundreds of millions of dollars of compensation expense. The Commission's complaint also alleges that during this period Landan and certain other executives backdated stock option exercises and made fraudulent disclosures concerning Mercury's 'backlog' of sales revenues to manage its reported earnings.
Without admitting or denying the allegations in the Commission's complaint, Landan consented to the entry of a final judgment permanently enjoining him from violating and/or aiding and abetting violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, as well as the financial reporting, record-keeping, internal controls, false statements to auditors, and proxy provisions of the federal securities laws. Landan also agreed to be barred from serving as an officer or director of any public company for five years. Landan will pay $1,252,822 in disgorgement and prejudgment interest, representing the 'in-the-money' benefit from his exercise of backdated option grants, and a $1,000,000 civil penalty. Pursuant to Section 304 of the Sarbanes-Oxley Act, Landan will also reimburse Mercury, or the parent company that acquired it after the alleged misconduct (Hewlett-Packard Company), $5,064,678 for cash bonuses and profits from the sale of Mercury stock that he received in 2003. Under the terms of the settlement, Landan's Section 304 reimbursement shall be deemed partially satisfied by his prior return to Mercury of $2,817,500 in vested options.
Without admitting or denying the allegations in the Commission's complaint, Smith consented to the entry of a final judgment permanently enjoining him from violating Section 17(a)(2) and (a)(3) of the Securities Act of 1933. He will disgorge $451,200, representing the 'in-the-money' benefit from his exercise of backdated option grants, and pay a $100,000 civil penalty. Pursuant to Section 304 of the Sarbanes-Oxley Act, Smith will also reimburse Mercury or its parent company $2,814,687 for profits received from the sale of Mercury stock in 2003 and a cash bonus received for 2003. Under the terms of the settlement, all of Smith's disgorgement and all but $250,000 of his Section 304 reimbursement shall be deemed satisfied by his prior repayment to Mercury of $451,200 and his foregoing of his right to exercise vested options with a value of $2,113,487.
The settlements are subject to the approval of the United States District Court for the Northern District of California.
Mercury Interactive
The Commission previously filed settled charges in this matter against Mercury and three former outside directors of Mercury. On May 31, 2007, the Commission filed civil fraud charges against Mercury based on the stock option backdating scheme and other fraudulent conduct noted above. Mercury, which was acquired by Hewlett-Packard Company on Nov. 8, 2006, after the alleged misconduct, settled the matter by agreeing to pay a $28 million penalty and to be permanently enjoined. See Litigation Release No. 20136 (May 31, 2007). On September 17, 2008, the Commission filed settled charges against three former outside directors of Mercury alleging that they recklessly approved backdated stock option grants and reviewed and signed public filings that contained materially false and misleading disclosures about the company's stock option grants and company expenses. The outside directors settled the matter by consenting to permanent injunctions and the payment by each director of a $100,000 penalty. See Litigation Release No. 20724 (Sept. 17, 2008). Mercury and the outside directors settled the charges without admitting or denying the allegations in the Commission's complaint. The Commission also previously settled with one of the four senior officers in its contested action. On March 20, 2009, the Commission settled with former Mercury CFO Sharlene Abrams by which she agreed to entry of a permanent injunction against the antifraud and certain other securities law provisions, to pay $2,287,914 in disgorgement which was deemed partially satisfied by payment to Mercury, to pay a $425,000 civil penalty, to be permanently barred from serving as an officer and director of any public company, and to a Commission order barring her from appearing or practicing before the Commission as an accountant. See Litigation Release No. 20964 (March 20, 2009). Abrams settled without admitting or denying the allegations in the Commission's complaint.
The Commission's litigation against one remaining Mercury officer, former general counsel Susan Skaer, is continuing.
Mercury Interactive Test Director
http://www.sec.gov/litigation/litreleases/2013/lr22623.htm
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Mercury Interactive offers products for testing as well as service suites. ActiveTest is the main offering, a managed load-testing service that provides not only statistics but specific improvement recommendations based on the results (is your firewall the bottleneck, for instance?). Like KeyLabs, they offer free load tests from their site, as well as free performance analyses. The main crux of their testing comes in a set of both products and services divided into two categories: load testing and functional testing. Load testing measures server performance under the load of a specific number of users; functional testing involves insuring that specific services are available consistently in a specific form. This sort of thing seems to be prevalent among testing services&#!51;testing for functionality of one kind or another rather than just load or stress, whether it’s just the mere availability of components on a site or conformity to a particular standard. Mercury’s testing services involve both the tests and on-site visits by consultants to work with each customer. A set of packaged services under the name QuickPlan are designed to train people quickly in the use of the company’s software products (TestSuite, LoadRunner, and Topaz), and give them instructions on how to apply them in your particular instance, although the company doesn’t actually do the deployment themselves. They do issue recommendations and validate the results, however. In some ways this approach is better than simply having the testing company issue a report, but it also takes longer (5-10 days depending on the depth of the preparation) and involves more commitment on your side.