Press release

Progress Completes Acquisition of Ipswitch, Inc.

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Progress®(NASDAQ: PRGS), the leading provider of application development
and digital experience technologies, today announced the completion of
the acquisition of Ipswitch, Inc., a provider of award-winning and
easy-to-use secure data file transfer and network management software.
Progress announced the proposed acquisition on March 28th.

As part of Progress, Ipswitch will bolster Progress’ core offerings for
small and medium-sized businesses (SMBs) and enterprises, enabling those
businesses to respond faster to business-critical demands and to improve
productivity. Ipswitch’s products include:

  • MOVEit®, for
    secure data transfer, which allows enterprise customers to securely
    transfer critical business information between users, locations and
    partners in compliance with data security regulations such as HIPAA,
    PCI DSS and the EU’s GDPR.
  • WhatsUp®
    Gold     for network monitoring, which enables small and medium-sized
    businesses and enterprises to continuously monitor and manage their IT
    infrastructure and applications, assuring high levels of performance
    and availability.
  • WS_FTP®
    delivers FTP-based secure file transfer server and client capabilities
    to meet the needs of small and mid-sized businesses.

“We are delighted to welcome Ipswitch customers, partners and employees
into the Progress family,” said Yogesh Gupta, CEO, Progress. “Ipswitch’s
talented team and market-leading technology, in combination with the
scale and resources available within Progress, will provide incredible
benefits to customers and partners. Furthermore, because the acquisition
of Ipswitch meets all of our disciplined acquisition criteria, it
advances an important part of our strategy and will provide excellent
returns to our shareholders.”

Progress purchased Ipswitch for $225 million in cash. Progress funded
the transaction with existing cash on hand and funds secured under a new
credit facility. The transaction is expected to be immediately accretive
to both non-GAAP earnings per share and cash flow.

In connection with the acquisition, Progress issued equity awards with
an aggregate value of approximately $3,000,000 to approximately ninety
Ipswitch employees who joined Progress as part of the acquisition. These
awards consist of a combination of options to purchase Progress common
stock and restricted stock units. The awards were made pursuant to
Progress’ 2004 Inducement Stock Plan.

Additional Resources

Note Regarding Forward-Looking Statements
This press release
contains statements that are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. Progress has identified some of these forward-looking
statements with words like “believe,” “may,” “could,” “would,” “might,”
“should,” “expect,” “intend,” “plan,” “target,” “anticipate” and
“continue,” the negative of these words, other terms of similar meaning
or the use of future dates.

Risks, uncertainties and other important factors that could cause actual
results to differ from those expressed or implied in the forward looking
statements include: uncertainties as to the effects of disruption from
the transaction making it more difficult to maintain relationships with
employees, licensees, other business partners or governmental entities;
other business effects, including the effects of industry, economic or
political conditions outside of Progress’ or Ipswitch’s control;
transaction costs; actual or contingent liabilities; uncertainties as to
whether anticipated synergies will be realized; and uncertainties as to
whether Ipswitch’s business will be successfully integrated
with Progress’ business.. For further information regarding risks and
uncertainties associated with Progress’ business, please refer
to Progress’ filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the fiscal year ended
November 30, 2018. Progress undertakes no obligation to update any
forward-looking statements, which speak only as of the date of this
press release.

About Progress
Progress (NASDAQ:
PRGS) offers the leading platform for developing and deploying strategic
business applications. We enable customers and partners to deliver
modern, high-impact digital experiences with a fraction of the effort,
time and cost. Progress offers powerful tools for easily building
adaptive user experiences across any type of device or touchpoint,
award-winning machine learning that enables cognitive capabilities to be
a part of any application, the flexibility of a serverless cloud to
deploy modern apps, business rules, web content management, plus leading
data connectivity technology. Over 1,700 independent software vendors,
100,000 enterprise customers, and 2 million developers rely
on Progress to power their applications. Learn about Progress at www.progress.com or
+1-800-477-6473.

Progress is a registered trademark of Progress Software
Corporation and/or one of its subsidiaries or affiliates in the US and
other countries. Any other trademarks contained herein are the property
of their respective owners.