Quest to Acquire Vintela

Quest Software and Vintela announced a definitive agreement for Quest to acquire Vintela. The Vintela acquisition will deliver a pivotal component to Quest’s long-term strategy to embrace and extend Microsoft Active Directory by enabling organizations with Unix, Linux, Mac and Java systems to benefit from Active Directory throughout their heterogeneous enterprises.

Quest expects to pay approximately $56.5 million in cash for the outstanding shares of Vintela, and outstanding options to purchase Vintela shares will be assumed by Quest and become options to purchase approximately 1.5 million shares of Quest common stock. The proposed acquisition of Vintela is subject to customary closing conditions and regulatory approvals, including expiration of the applicable Hart-Scott-Rodino waiting period. Quest currently expects that the transaction will close late in the second quarter or early in the third quarter of 2005. The transaction is expected to be dilutive to 2005 pro forma EPS by approximately $.02. Quest is currently unable to provide the estimated impact of the acquisition on 2005 GAAP earnings per share because estimates of the amortization of intangible assets, the fair value accounting for Vintela’s deferred revenue and a potential charge related to in-process research and development are not available.

“For many years we have believed that Microsoft Active Directory would become a strategic enterprise directory,” said Vinny Smith, chairman and CEO, Quest Software. “This is a trend Quest predicted when we began to invest in management solutions for Windows five years ago. The Vintela acquisition is a cornerstone in Quest’s overall strategy for Windows-centric platform integration and identity management.”

“Quest and Vintela are both important industry partners to Microsoft,” said Bob Muglia, senior vice president of the Windows Server Division at Microsoft Corp. “Microsoft is pleased to see these two Active Directory companies unite to help enable IT organizations extend the value of Active Directory throughout their enterprises. We look forward to continuing the strong relationships we have had with both organizations and see many opportunities ahead.”

This acquisition marks the next phase in Quest’s vision for Active Directory in the enterprise. Quest initially delivered solutions to help customers migrate to Active Directory. Quest then built out a comprehensive suite of products to enhance the management of Active Directory. Now, Quest is adding the platform integration solutions from Vintela to enable enterprises to address their heterogeneous platform and identity management problems. Going forward, the Vintela acquisition will help enable Quest to deliver cross-platform user provisioning, password management and end-user self-management.

“Enterprise customers benefit from leveraging existing investments in their identity infrastructure to support more effective user authentication, efficient provisioning of access to resources, and improvements in security policy enforcement and audit/compliance functions,” said Phil Schacter, vice president and director of Identity and Privacy Strategies for Burton Group. “Active Directory is a critical part of the enterprise framework for identity and access management, and can perform a valuable supportive role for better management of access to applications and information, independent of the hosting platform and its operating system.”

Vintela’s products are developed through a standards-based approach to multi-platform integration that extends the reach of Microsoft offerings — including Active Directory, Group Policy, Systems Management Server (SMS), Microsoft Operations Manager (MOM), .NET, and Services for Unix (SFU) — to Unix, Linux, Mac and Java systems. Using a unique technology architecture, Vintela products enable customers to deploy their platform integration strategy in an incremental way and build on it over time.

Vintela solutions include:

“Quest and Vintela share a common vision for enabling business users of Unix, Linux, Mac and Java systems to interoperate with Windows-based systems,” said Dave Wilson, president, Vintela, Inc. “Vintela is pleased to be joining Quest – the industry’s No. 1 Windows Server management software vendor and Microsoft’s Independent Software Vendor of the Year. Together, we will be delivering key components of an enterprise platform integration and identity management solution that customers may implement today.”