Conference ulysse::rdb_vms_competition

733.0. "INGRES acquired by ASK Computer" by SAGE::SILVERBERG (Mark Silverberg DTN 264-2269 TTB1-5/B3) Tue Sep 11 1990 21:17

 -----       ASK to acquire Ingres Corp. for &       
|C I S|                                    
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             Source : Business Wire              Date : 11-SEP-90
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MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--ASK Computer Systems Inc. 
(OTC:ASKI) and Ingres Corp. (OTC:RELY) of Alameda, Calif., Tuesday 
announced the signing of a definitive agreement for Ingres to be 
acquired by ASK for $9.25 per share in cash, or approximately
$110 million.

Simultaneously, ASK announced that EDS Corp. and Hewlett-Packard 
Company have signed a definitive agreement whereby EDS and HP will 
acquire ASK common stock for an aggregate of $60 million in cash.  Upon 
completion of the agreement, ASK will have approximately 18,840,000 
shares outstanding, of which EDS will hold 19.7 percent and HP will 
hold 10 percent.

``We believe that the proposed merger, together with the backing 
of EDS and HP, will make ASK a leader in the open systems solution 
business with product offerings spanning application software, 4GL 
application development tools, and advanced relational databases,'' 
stated Sandra L. Kurtzig, chief executive officer of ASK. 

``By combining ASK's application expertise, Ingres' tools and 
database leadership, and our partners' worldwide system integration 
capabilities and broad range of computing platforms, ASK has the 
ability to provide global enterprise-wide solutions.''  The 
consolidation of ASK and Ingres would result in combined revenue 
approaching $400 million, making it one of the largest information 
technology suppliers.

Paul Newton, Ingres president and chief executive officer, said, 
``Ingres is providing solutions to large firms by helping them develop 
and deploy serious applications that run in the complex operating 
environment of the 90s.  Ingres provides and ASK offers these types of 
applications.  We have worked closely with ASK as a key partner, 
especially in the last year, and it's clear that we have compatible 
strategies and a common vision in the open systems, multi-vendor 
market.''




                                                  

                                      ( 1 )


 -----       ASK to acquire Ingres Corp. for &              | 11-SEP-90
|C I S|                                                     | Business Wire
 -----       

In February 1990, ASK announced its use of Ingres tools and 
database products to develop a new generation manufacturing information 
system for open, networked computing.  Kurtzig said, ``This acquisition 
will enhance the development of the new system.''

Ingres has a broad array of ``beginning of life-cycle'' products 
that have been introduced in recent months.  These include an 
intelligent relational database which can perform distributed data 
management; Windows/4GL, an object-oriented graphical user interface 
(GUI) development tool; and multi-vendor, multi-database connectivity 
products.

``Ingres has been known since its inception for its technology 
leadership,'' commented Kurtzig.  ``Our immediate goal is to maximize 
the opportunity for these excellent products through more effective 
positioning and stronger marketing and sales programs.''

ASK is a leading supplier of manufacturing software in the HP, DEC 
and IBM markets.  Currently, more than 40 percent of Ingres licenses 
are sold to manufacturing companies.  ASK will continue to expand 
Ingres' growing presence in other markets including business services, 
utilities, banking, government, health care, and education markets 
through a combination of direct sales, OEM sales, and VAR programs.

The equity investment strengthens ASK's relationships with EDS and 
HP.  With $5.5 billion in revenue, EDS is the largest player in the 
information technology services market.  HP reported revenues of
$11.9 billion in fiscal 1989.  An HP customer since 1974, ASK has 
consistently been one of its largest value-added businesses (VABs).

``As a team, ASK and EDS intend to become a leading worldwide 
player in information products and services,'' commented Hank Johnston, 
corporate vice president of EDS and president of the Manufacturing and 
Distribution (M&D) Division.  ``We anticipate making further 
announcements in support of this ASK/EDS objective in the coming 
weeks.''

According to Dennis McGinn, general manager of HP's Industry 
Marketing Group, ``We are very pleased to strengthen our already close 
relationship with ASK, and we expect to soon announce important joint 
initiatives that will benefit our mutual customer base.  Because ASK's 
systems are supported on HP hardware, HP can provide its customers with 
more choices in total software/hardware solutions.''

Under the definitive agreement, EDS and HP have agreed to certain 
limits on the maximum percentage of outstanding ASK shares they can 
own.  ASK will sell the shares to EDS and HP at an agreed-upon price of
$10.78 per share, which represents a 15 percent premium over the 



                                      ( 2 )


 -----       ASK to acquire Ingres Corp. for &              | 11-SEP-90
|C I S|                                                     | Business Wire
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average closing price of ASK shares for the 30 trading day period ended 
Aug. 10, 1990.

Under the agreement with Ingres, a subsidiary of ASK will shortly 
commence a tender offer for all of the outstanding common stock of 
Ingres at a cash price of $9.25 per share.  The tender offer will be 
conditioned upon, among other things including the receipt of 
regulatory approvals, a majority of the Ingres shares being validly 
tendered and not withdrawn.

The tender offer is to be followed by a merger in which any 
remaining shares of Ingres common stock will be converted into the 
right to receive $9.25 per share in cash.

The tender offer is also subject to concluding the financing, 
through the anticipated sale of ASK common stock to EDS and HP and 
through bank funding.  ASK stated that its subsidiary has received a 
commitment from the Chase Manhattan Bank for the financing necessary to 
consummate the tender offer and the merger.

ASK also stated that its subsidiary's tender offer would be made 
only by means of a formal offer to purchase to be provided to 
stockholders of Ingres.

ASK Computer Systems is the leader in enterprise-wide information 
systems.  ASK has 930 employees worldwide and completed its fiscal 1990 
year in June with $207 million in revenue.

Ingres Corp. is a world leader in information integration products, 
with approximately 1,200 employees worldwide.  The company's advanced 
relational database management system is installed on 11,000 
manufacturing and commercial systems worldwide, and is available on 
more than 40 types of computers.  Ingres was founded in 1980 as 
Relational Technology Inc.  It completed its 1990 fiscal year in June 
with revenues of $157 million.

EDS, a wholly owned, independently operated subsidiary of General 
Motors based in Dallas, has operations in 27 countries and is the 
leader in providing information technology services to customers around 
the world.  Stock reflecting EDS performance is traded on the New York 
Stock Exchange under the symbol GME.

Hewlett-Packard Co., based in Palo Alto, Calif., is an 
international manufacturer of measurement and computation products and 
systems recognized for excellence in quality and support.  The 
company's products and services are used in industry, business, 
engineering, science, medicine and education in approximately 100 
countries.  HP has 92,000 employees.



                                      ( 3 )

Well, I guess that ends the speculations about Digital buying Ingres.

Having said that, I happen to know a software maker specializing in relational
databases on multiple platforms, whose stock has just recently started going
down ... Could they be a good buy ? What is their name again ... something like 
O....e

/albert

    
    with the way the stock price is going, I'd get worried about ASK buying
    Digital, at $55/share you get a lot for your money
    
    not many :-)'s
    
    Simon

    Could someone please comment as to what, if anything, this new
    development between ASK & Ingres might do to Digital's relationship
    with Ingres. I have already been asked this by one major account in
    Canada, for whom Ingres is their chosen database. The question becomes
    even more interesting when ULTRIX/SQL is brought into the picture.
    
    Thank,
    Janet

    A standard letter from Sandra Kurtzig, CEO of ASK, has gone out to
    INGRES customers (whether US or worldwide, I'm not sure).
    
    It discusses "common needs" that she has heard from customers:
    
    1.	Strength in a variety of markets/industries
    	[trying to calm fears that INGRES products will be geared towards
    	manufactuing at the expense of other industries]
    
    2.	Portable applications
    
    3.	Multivendor integration
    
    4.	Global delivery and partnership
    
    It says that "the merger activities... have done nothing to affect the
    fundamental product strategy that has brought INGRES to be recognized
    as the technology leader in the RDBMS market and the supplier of the
    industry's best application development tools".
    
    	Andrew.