Actian Corporation Proposes to Acquire Pervasive Software for $8.50 per Share in Cash

Actian’s Proposal Provides Pervasive Stockholders with Substantial Premium and Immediate Cash Value

Redwood City, CA – August 13, 2012 – Actian Corporation (‘Actian’), a leader in next generation datamanagement for big data and author of the record-breaking Vectorwise Analytics database, todayannounced that it has proposed to acquire all of the outstanding shares of Pervasive Software, Inc.(NASDAQ: PVSW) (‘Pervasive’) common stock for $8.50 per share in cash, in a transaction valued at approximately $154 million.

Actian’s proposal is at the highest closing price reached by Pervasive’s common shares during the last 10 years and represents a premium of:

  • 30% over Pervasive’s closing price of $6.55 on August 10, 2012;
  • 27% over Pervasive’s average closing price for the last 90 days; and
  • 41% over the average closing price of Pervasive’s shares for the last two years.

‘Pervasive represents an excellent strategic fit for Actian,” said Steve Shine, Chief Executive Officer ofActian. “We believe this proposal represents a compelling opportunity for Pervasive’s stockholders torealize significant, immediate cash premium value for their investment. Bringing together ourcomplementary businesses would enable us to leverage our combined assets to drive growth for our respective customers and employees.’

‘We are surprised that Pervasive has declined our repeated efforts to engage in negotiations,’ continuedMr. Shine. “We look forward to Pervasive’s careful and serious consideration of our proposal and an opendialogue with its Board of Directors to complete this transaction. It remains our strong preference toreach a negotiated agreement with Pervasive, and we are confident that working together, we can reach amutually agreeable transaction in a quick and efficient manner that will benefit both companies and our respective stakeholders.’

Steve Shine, Actian’s Chief Executive Officer, today sent the following letter to John Farr, Pervasive’s President and Chief Executive Officer, and Pervasive’s Board of Directors:

August 13, 2012
Pervasive Software Inc.
12365 Riata Trace Parkway
Austin, TX 78727

Attn: John Farr
Chief Executive Officer, President and Director
Cc: Pervasive Software Board of Directors

Dear John:

As we have discussed on numerous occasions, we at Actian Corporation (“Actian”) remain convinced that there are compelling strategic and financial merits to combining Actian and Pervasive Software (“Pervasive”). We are confident that a combination of our two companies would create a leading player in the high-growth market for business intelligence and data integration software. Pervasive and Actian have complementary businesses and we believe that together we can leverage our combined assets to drive growth for our respective customers and employees and create significant and immediate value for Pervasive’s stockholders.

We remain steadfast in our interest to combine our two companies. To that end, and consistent with our prior proposals, Actian is prepared to acquire all of the outstanding shares of Pervasive’s common stock for $8.50 per share in cash. This price is at the highest closing price reached by Pervasive’s common shares during the last 10 years and represents a premium of:

  • 30% over Pervasive’s closing price of $6.55 per share on August 10, 2012;
  • 27% over Pervasive’s average closing price for the last 90 days; and
  • 41% over the average closing price of Pervasive’s shares for the last two years.

Given Pervasive’s repeated refusal to engage with us regarding our proposal, and in light of the significant cash premium we are prepared to offer your stockholders and the compelling benefits inherent in a combination of our two companies, we are left with no other choice but to make our proposal public as we believe that Pervasive’s stockholders are entitled to know about and evaluate for themselves the merits of our proposal. We are confident your stockholders would embrace the opportunity to receive certain and immediate cash premium value for their investment in Pervasive instead of bearing the risk and uncertainty of Pervasive on a stand-alone basis.

As you know, Actian is a global leader in the delivery of solutions to maximize the business value that can be extracted from data. Our solutions are implemented in over 10,000 customers globally and include offerings such as Vectorwise, the record-breaking analytics database, the Ingres enterprise grade transactional database, and Action Apps, the world’s first lightweight, consumerstyle applications that automate business actions triggered by real-time changes in data. Actian is headquartered in Redwood City, California with offices in New York, London, Paris, Frankfurt, Amsterdam and Melbourne.

We firmly believe that this is the right combination at the right time for our two companies to succeed in the increasingly competitive marketplace. We have worked extensively over the past several months with independent financial and legal advisors, Evercore Partners and Gibson, Dunn & Crutcher LLP, respectively, to study Pervasive’s solutions and key operational dynamics, based upon publicly-available information.

Together, we believe that Actian and Pervasive would be able to:

  • Build critical mass in the market for business intelligence and data integration software by combining high growth assets;
  • Create a significantly stronger company with the broader footprint and financial resources to continue to drive further success in a highly competitive market;
  • Leverage the combined scale of our global database businesses;
  • Broaden our product portfolio to better serve our customers;
  • Leverage complementary channels and products; and
  • Benefit from a highly diversified customer base across industry segments and geographies.

We expect to finance the transaction through a combination of cash and debt, and we are deeply engaged in discussion with a number of lenders, more than one of whom is highly confident financing this transaction. Furthermore, we believe there are no significant regulatory hurdles to this business combination.

We and our advisors remain ready, willing and able to sit down with Pervasive and immediately enter into discussions regarding our proposal and commence confirmatory due diligence. We are prepared to deliver a draft acquisition agreement to you and begin discussions promptly. With your full cooperation, we are confident that we would be able to complete due diligence and conclude a definitive agreement expeditiously and complete a transaction in the fourth quarter of this year. It is our strong preference to enter into exclusive discussions with Pervasive, so that we can consummate a transaction quickly that is in the best interests of your stockholders and our respective employees, customers and other stakeholders.

Our proposal is subject to confirmatory due diligence, the negotiation of a definitive acquisition agreement and the receipt of all necessary stockholder and regulatory approvals. This proposal is based upon publicly-available information of Pervasive, and assumes the accuracy thereof. In summary, our proposal to acquire Pervasive represents a unique and highly attractive opportunity for your stockholders, and we are confident that they will overwhelmingly agree. We urge you to meet with us immediately so that, together, we can facilitate a combination of our two companies as expeditiously as possible.

Should you have any questions, we and our advisors are prepared to speak with you at any time. We look forward to working cooperatively to make this transaction a reality.

Sincerely,
/s/ Steve Shine

Steve Shine
Chief Executive Officer
Actian Corporation

Actian’s proposal is subject to satisfaction of customary closing conditions, including confirmatory due diligence, execution of a definitive acquisition agreement and the receipt of all necessary stockholder and regulatory approvals.

Evercore Partners is acting as Actian’s financial advisor and Gibson, Dunn & Crutcher LLP is acting as legal counsel.

About Actian: Take Action on Big Data

Actian Corporation enables organizations to transform big data into business value with data management solutions to transact, analyze, and take automated action across their business operations.

Actian helps 10,000 customers worldwide take action on their big data with Action Apps, Vectorwise, the analytical database, and Ingres, an independent mission-critical OLTP database. Actian is headquartered in California with offices in New York, London, Paris, Frankfurt, Amsterdam and Melbourne. Stay connected with Actian Corporation on Facebook, Twitter and LinkedIn.

Actian, Cloud Action Platform, Action Apps, Ingres and Vectorwise are trademarks of Actian Corporation. All other trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

For more information on Actian, visit the company’s website: www.actian.com.

Forward?looking Statements

This communication may contain certain forward?looking statements and information that reflect the current views and/or expectations of Actian and its management with respect to its business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like “believe,” “anticipate,” “expect,” “will likely result,” or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. These risks and uncertainties relate to, among other things, (i) Actian’s ability to successfully pursue and comple the proposed transaction on the terms proposed; and (ii) the ability to obtain Pervasive stockholder, antitrust, and other approvals for the proposed transaction on the terms proposed and in a timely manner. Forward?looking statements, like all statements in this press release, speak only as of the date of this press release (unless another date is indicated). We do not undertake any obligation to publicly update any forward?looking statements, whether as a result of new information, future events, or otherwise.

Additional Information

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote, proxy or approval. No tender offer for the shares of Pervasive has been made at this time. This press release relates to a potential business combination transaction with Pervasive proposed by Actian. This material is not a substitute for any tender offer statement, proxy statement or any other document in the event that Actian files such a document with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any such documents will be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the persons listed below.

Contacts:
Meaghan Repko or Matthew Sherman
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449