OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
Rally Software Development Corp.
at
$19.50 Net Per Share
by
Grand Prix Acquisition Corp.
a wholly-owned subsidiary of
CA, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M. (EASTERN TIME)
ON JULY 8, 2015, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
June 8, 2015
To Our Clients:
Enclosed for your consideration are the offer to purchase, dated June 8, 2015 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal", which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time in accordance with the terms of the Acquisition Agreement (as described below), constitutes the "Offer") in connection with the Offer by Grand Prix Acquisition Corp. ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of CA, Inc., a Delaware corporation ("Parent"), to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of Rally Software Development Corp., a Delaware corporation ("Rally"), at a price of $19.50 per Share, without interest thereon, net to the seller in cash, and subject to reduction for any applicable U.S. federal withholding, back-up withholding or other applicable tax withholdings, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.
We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.
Your attention is directed to the following:
1. The tender price is $19.50 per Share, without interest thereon, net to the seller in cash, and subject to reduction for any applicable U.S. federal withholding, back-up withholding or other applicable tax withholdings.
2. The Offer is being made for any and all outstanding Shares.
3. The Offer and withdrawal rights expire at 12:01 a.m. (Eastern Time) on July 8, 2015, unless extended (such date and time, as it may be extended in accordance with the terms of the Acquisition Agreement, the "Expiration Date").
4. Purchaser will not be required to (and may not) accept any Shares for payment pursuant to the Offer, unless, at 12:01 a.m. (Eastern Time) on July 8, 2015 (the date and time at which the Offer expires by its terms (as it may be extended in accordance with the terms of the Acquisition Agreement (as defined below)) is referred to herein as the "Expiration Date"), there will have been validly tendered in accordance with the terms of the Offer (after giving effect to any withdrawals of previously tendered Shares) a number of Shares that, taken together with any Shares then owned by Parent and Purchaser, represent a majority of all then outstanding Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been "received," as such term is defined in Section 251(h) of the General Corporation Law of the State of Delaware, by the Depository for the Offer pursuant to such procedures). In addition, Purchaser will not be required to accept any Shares for payment pursuant to the Offer if, at the Expiration Date, (i) Rally has breached its covenants under the Acquisition Agreement in any material respect, (ii) a "Company Material Adverse Effect" (as defined in the Acquisition Agreement) has occurred and is continuing, or (iii) a governmental authority has (A) enacted, issued, promulgated, entered, enforced or deemed applicable to any of the transactions contemplated by the Acquisition Agreement (including the Offer or the Merger) any applicable law that has the effect of making the consummation of any of the transactions contemplated by the Acquisition Agreement (including the Offer and the Merger) illegal or prohibiting or otherwise preventing the consummation of any of the transactions contemplated by the Acquisition Agreement (including the Offer and the Merger) or (B) issued or granted any order that remains in effect and has the effect of making any of the transactions contemplated by the Acquisition Agreement (including the Offer and the Merger) illegal or which has the effect of prohibiting or otherwise preventing the consummation of any of the transactions contemplated by the Acquisition Agreement (including the Offer and the Merger). The Offer is not subject to any financing condition. On June 5, 2015, the United States Federal Trade Commission terminated early the waiting period applicable to the transactions contemplated by the Acquisition Agreement (including the Offer and the Merger).
5. The Offer is being made pursuant to the Acquisition Agreement, dated as of May 27, 2015 (as it may be amended or supplemented from time to time in accordance with its terms, the "Acquisition Agreement"), by and among Parent, Purchaser and Rally. The Acquisition Agreement provides, among other things, that subject to the satisfaction or waiver of conditions set forth in the Acquisition Agreement, Purchaser will be merged with and into Rally (the "Merger"), with Rally continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent.
6. After careful consideration, Rally's board of directors, among other things, has unanimously (i) determined that the Acquisition Agreement is advisable, (ii) determined that the Acquisition Agreement and the transactions contemplated thereby, including the Offer and the Merger, taken together, are at a price and on terms that are fair to, and in the best interests of Rally and its stockholders; (iii) approved the execution, delivery and performance by Rally of the Acquisition Agreement and the transactions contemplated thereby, including the Offer and the Merger, (iv) agreed that the Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, and (v) resolved to recommend that Rally's stockholders tender their Shares to Purchaser pursuant to the Offer, all upon the terms and subject to the conditions set forth in the Acquisition Agreement.
7. Tendering stockholders who are record owners of their Shares and who tender directly to Computershare Trust Company, N.A. (the "Depository") will not be obligated to pay brokerage fees, commissions or similar expenses or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer.
If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form below. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form.
Your prompt action is requested. Your instruction form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Date.
Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depository of (i) certificates representing the Shares tendered or timely confirmation of the book-entry transfer of such Shares into the account maintained by the Depository at The Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time depending upon when certificates for or confirmations of book-entry transfer of such Shares into the Depository's account at the Book-Entry Transfer Facility are actually received by the Depository.
Instruction Form with Respect to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Rally Software Development Corp.
at
$19.50 Net Per Share
by
Grand Prix Acquisition Corp.
a wholly-owned subsidiary of
CA, Inc.
The undersigned acknowledge(s) receipt of your letter and the enclosed offer to purchase, dated June 8, 2015 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal", which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time in accordance with the terms of the Acquisition Agreement, constitutes the "Offer"), in connection with the Offer by Grand Prix Acquisition Corp. to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of Rally Software Development Corp.
This will instruct you to tender the number of Shares indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.
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Dated , 2015 |
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* Unless otherwise indicated, it will be assumed that all Shares held for the undersigned's account are to be tendered. |
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