Edgar Filing: SERENA SOFTWARE INC

Soliciting Material Pursuant to 240.14a-12

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

x	Soliciting Material Pursuant to §240.14a-12

SERENA SOFTWARE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

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(4)

Date Filed:

This filing consists of a slide presentation to the Company’s employees regarding the proposed merger.

Company All Hands

Mark Woodward, President and CEO

November 11, 2005

Today’s News

Serena has entered into a definitive agreement to be acquired by

Silver Lake Partners in a transaction valued at approximately $1.2

billion

Given Serena’s alternatives, the Board and a special committee of

the Board determined the $24 per share cash offer is best for

shareholders and recommended they vote for the transaction

As a private company we will have greater strategic flexibility than is

possible as a public entity

Members of the management team are expected to be equity

owners of the resulting private company

Same dedicated leadership, employees, outstanding culture and

commitment to customer success

Company All Hands

Agenda:

–

What is today’s news?

–

What does it mean to Serena employees?

–

Why are we doing this now?

–

Who is Silver Lake Partners? How will they help Serena?

–

What will not change? What will change?

–

When does the transaction take place?

–

What does this mean to shareholders and customers?

What is today’s news?

Silver Lake Partners taking Serena private by purchasing the

outstanding shares/options and convertible notes through a

leveraged buy out (LBO)

–

“Leveraged”

means that the resulting private company will be

taking on some debt to accomplish this

Target close in Q1 FY07, subject to shareholder approval,

regulatory approvals and other customary closing conditions,

including receipt of debt financing

Announced to the public this morning

What is today’s news?

$24 per share, all cash, for a total of approximately $1.2 billion

–

Definitive agreement has been signed

–

All equity interests and convertible notes

–

Structure

Silver Lake equity

Debt financing

Doug Troxel

Management

Transaction delivers immediate cash payment to shareholders

What does this mean to Serena employees?

No changes to salary, bonus or major benefits expected other

than those already in process at this time

No reduction in force planned as a result of the transaction

Current stock option plan will be replaced by long-term

performance based cash incentive plan

–

Different than current plan structure

Future of stock options in the industry

–

New accounting rules change ability to use stock based

incentives

–

Being replaced by performance based cash incentives

What does this mean to Serena employees?

Employees shares and options will vest in full immediately

prior to the closing

Amount is $24 per share, less the applicable exercise price

–

ex: if you have 100 options priced at $16 you would receive $8

per option or $800

ESPP and all vested, unvested shares are eligible for sale

–

ESPP shares acquired up to December 1

, 2005

–

The ESPP program will be suspended at that time

At closing, employees will get paperwork required to execute

the sale of shares

Why are we doing this now?

Serena’s board of directors and a special committee of the board

comprised of independent directors made the determination that a

$24 cash offer is best for shareholders

We have already begun transformation, need to focus on addressing

challenges ahead

–

Re-positioning the company to support Change Governance vision

–

Successfully navigate major product line transitions

–

Adapt our go-to-market to more solutions oriented focus

Focus

–

Focus on building a new Serena

Shed perception as “mainframe only”

player

–

Gain greater flexibility as a result of being private

Why are we doing this now?

Greater strategic flexibility

–

Ability to address issues that are core to growing business but

can be very challenging as a public company

Business model

–

We are evaluating more customer friendly pricing/licensing options

Investment philosophy

–

Investment in infrastructure

–

Branding

Responsiveness to external trends, threats and opportunities

Software as service

Open source

Who is Silver Lake Partners?

World’s preeminent private equity firm focused

exclusively on technology

Major new partner with shared commitment to

–

Maximize potential of opportunities ahead

–

Gain access to world class expertise, resources and network

Committed to the Serena Change Governance vision

and believe it is key to future growth

–

Understand the value of the mainframe

–

Management support

–

Believes the need for our technology will grow over time

Backed up their belief with their substantial investment

Silver Lake Partners is focused on making large private equity investments in

leading technology companies operating at scale

•

$5.9 billion of committed capital

•

Offices in New York, Silicon Valley and

London

•

30 investment professionals

•

Partner with management

•

Serve as a value-added investor

•

Focus on market leaders

•

Invest in growth

•

Structure creatively

Silver Lake’s

approach

is to offer the insights of a strategic industry participant,

the operating skills of a world-class management team,

and the financial discipline of a leading private equity firm.

Organizational Overview

Strategy

Firm Overview

•

Leading pure-play online brokerage

$900 million

~$65 billion combined revenues, ~270,000 combined employees in 100+ countries

Annual

Revenues

•

Leading disc drive maker

$6.0 billion

•

Leading electronics manufacturing services (EMS) provider

$16.0 billion

•

Leading provider of enterprise and mass markets voice and data

communications services

$23.0 billion

(B)

Company Description

•

Leading business intelligence software provider

$1.0 billion

Portfolio

Company

(a)

$850 million

•

Leading provider of IT research products

Silver

Lake

has

invested

dynamic

companies

operating

globally

critical

sectors

the

technology economy

(a)

Pending transaction

(b)

Former portfolio companies

•

Leading provider of network and application management solutions

$200 million

•

Leading provider of electronic trading solutions and execution services

$400 million

(a)

•

Leading provider of product lifecycle management (PLM) solutions

$1.0 billion

$3.6 billion

•

Leading provider of software and processing solutions for financial

institutions and of information availability services

$9.0 billion

•

Leading provider of digital media services for media companies

•

Leading U.S. electronic stock exchange

$600 million

(formerly Agilent

SPG)

$2.0 billion

(a)

•

Leading supplier of advanced semiconductor components, modules,

and subsystems

How will Silver Lake help Serena?

Enhanced credibility with potential customers and partners

–

Senior level new customer and partner introductions

–

Help to improve existing relationships

Leverage extensive network of industry relationships and

portfolio companies

–

Supplement recruiting efforts for senior management talent and

board members

Develop and implement appropriate capital structure

–

Provide capital

–

Provide advice regarding financing transactions

How will Silver Lake help Serena?

Assist management with strategic planning and financial

analysis

–

Participate in refining strategy for the company consistent with

existing strengths and leadership vision

–

Evaluate business units and product lines

–

Prepare consulting and financial analyses

–

Provide general business development support

Provide outside perspective and assistance on M&A

opportunities

–

Evaluate strategic acquisitions

–

Assist in transaction execution

What will not change?

Day to day activities for most employees will not change

The focus, direction and core strategy of the company

Management, culture and philosophy of Serena

Dedication to serving our customers, delivering value, earning

loyalty

Need to deliver on Q4 commitments

What will change?

Serena stock will no longer be publicly traded

The composition of our Board of Directors will change

–

Doug still on board, retains significant ownership

–

Current outside board members will depart following close of

transaction

–

New board members will join from Silver Lake

Expect a greater ability to be flexible/creative with how we

license and sell our products and services

What does this mean to customers?

We have a presentation, FAQ and letter for customers

Expect same management team and same commitment to

customer success

All agreements will remain in force

Serena gains backing of world class investor and business

partner

Increase Serena’s flexibility to service more needs, faster and

better

Better align the value we deliver with customers needs

When will everything take place?

Target transaction closing to occur in Q1 FY07

Proxy statement to all shareholders

Certain regulatory approvals are required

–

Clear HSR

–

Proxy review by SEC

Shareholder meeting and vote on approval of transaction

Customary closing conditions, including receipt of debt

financing pursuant to customary commitment letters

Communications

FAQ’s were emailed to all employees this morning

Many communications will be kept on the Serena intranet site

Will be briefing investors, media and industry and financial analysts

today and into next week

Plan on holding an all hands meeting in Hillsboro on Nov 21

Plan on coming to Europe for employee meetings week of Dec 5

Sending out communications to important customers and partners

–

If you have someone that you want to make sure we contact on a

proactive basis, please forward that information to Matt DiMaria

Send Inquiries Only To:

Marketing Hotline: x72491 (503-617-2491)

Marketing Helpdesk on Serena Intranet

NOTE: So that everyone is given the benefit of the answers to your

questions, it is unlikely that we will respond to your individual

inquiry, but will address your queries in follow-on communications.

Questions

Mark Woodward, President and CEO

November 11, 2005

Additional Information and Where to Find It

connection

with

the

proposed

merger,

Serena

will

file

proxy

statement

with

the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS

ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT

BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT

INFORMATION. Investors and security holders may obtain a free copy of the proxy

statement (when available) and other documents filed by Serena at the Securities and

Exchange Commission’s Web site at http://www.sec.gov . The proxy statement and

other relevant documents may also be obtained for free from Serena by directing such

request to Serena Investor Relations, 2755 Campus Drive, 3rd Floor, San Mateo,

California 94403-2538, USA, telephone: (650) 522-6600.

Serena and its directors, executive officers and certain other members of its

management

and

employees

may

deemed

participants

the

solicitation

proxies from its stockholders in connection with the proposed merger. Information

regarding

the

interests

such

directors

and

executive

officers

included

Serena’s

Proxy Statement for its 2005 Annual Meeting of Stockholders filed with the Securities

and Exchange Commission on May 24, 2005, and information concerning all of

Serena’s

participants

the

solicitation

will

included

the

proxy

statement

relating

the

proposed

merger

when

becomes

available.

Each

these

documents

is,

will

be,

available

free

charge

the

Securities

and

Exchange

Commission’s

Web

site at http://www.sec.gov

and from Serena Investor Relations, 2755 Campus Drive,

3rd Floor, San Mateo, California 94403-2538, USA, telephone: (650) 522- 6600.