Computer Associates International, Inc. announced it has signed a definitive agreement to acquire Netegrity, Inc., a leading provider of security software solutions, in an all cash merger valued at approximately $430 million or $10.75 per fully diluted common share, or approximately $340 million net of the cash and marketable securities on Netegrity's balance sheet.

The acquisition is subject to customary regulatory approvals and the approval of Netegrity's shareholders, and is expected to be completed in the next 90 days. Stockholders representing approximately 10 percent of the outstanding Netegrity shares have executed voting agreements pursuant to which they have agreed to vote in favor of the transaction. The acquisition is expected to be neutral in fiscal 2005 and slightly accretive in fiscal 2006 on a GAAP basis through cost synergies alone.

Netegrity's operations will be integrated with CA's eTrust Identity and Access Management group. CA is currently evaluating the significant cost efficiencies associated with the integration. It is anticipated that the vast majority of Netegrity's approximately 400 employees will remain with CA.

In addition to its access management solution for Web-based and enterprise applications, SiteMinder, Netegrity also offers TransactionMinder, a policy-based solution to secure access to Web services; IdentityMinder Web Edition, a flexible, roles-based user administration and access management solution for Web-based applications; and IdentityMinder eProvision, a comprehensive solution for creating, modifying and terminating identity-based access to enterprise systems and physical resources.

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