Our proposed acquisition of Ardent may not be approved by both companies’ stockholders or, if the acquisition is approved, difficulties integrating Ardent may prevent us from realizing the benefits of the merger.

The completion of our proposed acquisition of Ardent is subject to approval by both companies’ stockholders. If the stockholders of either company do not approve the proposed acquisition, it would disrupt our operational plans and could harm our future operating results. Even if we complete the proposed acquisition, we could encounter difficulties integrating Ardent’s operations and personnel. Integration difficulties may disrupt the combined company’s business and could prevent the achievement of the anticipated benefits of the merger. The difficulties, costs and delays involved in integrating the companies, which may be substantial, may include:

	Distracting management and other key personnel, particularly sales and marketing personnel and senior engineers involved in product development and product definition, from the business of the combined company,
	Inability to effectively market and distribute Ardent’s products or develop Ardent technology so as to produce new or enhanced products that will be accepted in the marketplace,
	Perceived and potential adverse changes in business focus or product offerings,
	Failure to generate significant revenue from the sale of newly developed Ardent products,
	Failure to integrate complex software technology, product lines and software development plans,
	Potential incompatibility of business cultures,
	Costs and delays in implementing common systems and procedures, particularly integrating different information systems,
	Inability to retain and integrate key management, technical, sales and customer support personnel,
	Inability to maintain Ardent’s existing relationships with its partners,
	Inability to maintain Ardent’s existing customer base or replace the Ardent products used by those customers with Informix products, and
	Disruption in our sales force may result in a loss of current customers or the inability to close sales with potential customers.

In addition, if we complete the acquisition, we will incur substantial transactional and integration expenses of approximately $30 to $40 million associated with combining the operations of the two companies and the fees of financial advisors, attorneys and accountants. These expenses will prevent us from spending those amounts on other possibly more productive uses. Although we believe that the costs will not exceed this estimate, the estimate may be incorrect or unanticipated contingencies may occur that substantially increase the costs of combining Ardent’s operations with our own.

If we do not respond adequately to our industry’s evolving technology standards or do not continue to meet the sophisticated needs of our customers, sales of our products may decline.

Our future success will depend on our ability to address the increasingly sophisticated needs of our customers by supporting existing and emerging hardware, software, database and networking platforms. We will have to develop and introduce commercially viable enhancements to our existing products and solutions on a timely basis to keep pace with technological developments, evolving industry standards and changing customer requirements. If we do not enhance our products to meet these evolving needs, we will not sell as many products. Our position in existing, emerging or potential markets could be eroded rapidly by product advances.

Our product development efforts will continue to require substantial financial and operational investment. We may not have sufficient resources to make the necessary investment or to attract and retain qualified software development engineers. In addition, we may not be able to internally develop new products or solutions quickly enough to respond to market forces. As a result, we may have to acquire technology or access to products or solutions through mergers and acquisitions, investments and partnering arrangements. We may not have sufficient cash, access to funding, or available equity to engage in such transactions. Moreover, we may not be able to forge partnering arrangements or strategic alliances on satisfactory terms, or at all, with the companies of our choice.