CodeGear: the real price of acquisition

It has been a week since sale/acquisition of CodeGear (read IDE division) has been completed.

We all heard about $30M as price for CG. Now we can see final numbers.

From “Form 8-K for BORLAND SOFTWARE CORP” now available for public review:

The total consideration was $29.8 million less the estimated amount of the accounts receivable at closing, which was approximately $5.6 million, and less the estimated working capital adjustment of approximately $3.5 million, which resulted in Borland receiving approximately $20.7 million in cash.

And it is not just about money – patents, licenses, trademarks, copyrights…

i) a patent assignment agreement, whereby Borland assigned 34 of its patents which pertain solely or substantially to the CodeGear business;
(ii) a patent license, whereby Borland granted to Embarcadero a non-exclusive license restricted to a certain field of use;
(iii) a technology cross-license agreement, which provides for licenses to and from the parties for software and tools used in both the CodeGear and Borland’s retained business;
(iv) a services agreement which obligates Embarcadero to provide software license management application services to Borland following the closing, which will be necessary because Borland will transfer to Embarcadero the software license management application it uses for certain of its products;
(v) copyright, trademark and domain name assignment agreements, which provided for the assignment of copyrights, trademarks and domain names used primarily in the CodeGear business;
(vi) an occupancy agreement, which will provide for the sublease by Borland of facilities used in the CodeGear business; and
(vii) a transition services agreement, which will obligate Borland to provide services to Embarcadero for a limited time to assist with the transition of the CodeGear business from Borland to Embarcadero.

and associated costs up to $4.4M. 

We do not know exact details for the agreement but it is more like a pocket change considering that published revenues for CG in Q1 were $12.2M… and remember original $100M talk? … fire sale.

I am really happy for ET (ex CG) IDE team. With such ex-management one wouldn’t have breakfast to eat.

PS. I want to thank Marco for reminding us about the “A reading from the second book of Codh“.