TOGETHERSOFT CORPORATION

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a majority of shares of TogetherSoft common stock and TogetherSoft preferred stock, on an as-if-converted to TogetherSoft common stock basis, outstanding on December 5, 2002, the record date for the TogetherSoft Special Meeting (the “TogetherSoft Record Date”), voting together as a single class, provided, however, that in connection with this vote, each share of TogetherSoft Series B Preferred Stock will represent 0.5162 of a vote;

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a majority of the shares of TogetherSoft Series B Preferred Stock outstanding on the TogetherSoft Record Date; and

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a majority of the outstanding shares of TogetherSoft Series A Preferred Stock.

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integrating the operations and technologies of the two companies;

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retaining and assimilating the key personnel of each company;

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retaining existing customers of both companies and attracting additional customers;

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retaining strategic partners of each company and attracting new strategic partners; and

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creating uniform standards, controls, procedures, policies and information systems.

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the potential strain on the combined company’s financial and managerial controls and reporting systems and procedures;

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unanticipated expenses and potential delays related to integration of the operations, technology and other resources of the two companies;

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the impairment of relationships with employees, suppliers and customers as a result of integration;

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greater than anticipated costs and expenses; and

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potential unknown liabilities associated with the Mergers and the combined operations.

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there may not be suitable businesses, products or technologies available for acquisition on terms acceptable to Borland;

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there may be substantial costs associated with acquisitions including the potential dilution to ▇▇▇▇▇▇▇’▇ earnings per share, the incurrence or assumption of debt, the assumption of contingent liabilities, the amortization of expenses related to intangible assets and the legal and other fees associated with the negotiation and consummation of the acquisition;

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Borland may make acquisitions in markets where Borland has limited or no prior experience;

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there is no guarantee that any acquisition Borland completes will result in earnings accretion, cost efficiencies or synergies;

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Borland may expend resources to acquire products and technologies that Borland is not ultimately able to commercialize;

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acquired businesses may bring with them unanticipated or undisclosed liabilities and risks;

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integration and other risks of acquisitions can be more pronounced for larger transactions or if multiple acquisitions are pursued simultaneously; and

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if Borland fails to identify and complete these transactions, Borland may be required to expend resources to develop products and technology internally, Borland may be at a competitive disadvantage or Borland may be adversely affected by negative market perceptions, any of which may have a material effect on Borland’s operating results.

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demonstrating to customers that the transaction will not result in adverse changes in customer service standards or business focus;

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consolidating and rationalizing corporate IT infrastructure, including difficulties in implementing information management and system processes that are sufficient to improve productivity, lower costs, and support direct sales;

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combining product offerings and preventing customers from deferring purchasing decisions or switching to other suppliers due to uncertainty about the direction of Borland’s product offerings and Borland’s willingness to support and service existing products, which could result in incurring additional obligations in order to address customer uncertainty;

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coordinating sales and marketing efforts to communicate Borland’s capabilities effectively;

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coordinating and rationalizing research and development activities to enhance introduction of new products and technologies with reduced cost;

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preserving distribution, marketing or other important relationships and resolving potential conflicts that may arise;

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minimizing the diversion of management attention from ongoing business concerns;

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persuading employees that business cultures are compatible, maintaining employee morale and retaining key employees, in particular those in sales and software engineering positions;

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coordinating and combining international operations, relationships and facilities, which may be subject to additional risks and constraints imposed by local laws and regulations; and

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managing integration issues with respect to ▇▇▇▇▇▇▇’▇ acquired businesses shortly after, simultaneously with, or pending the completion of, other acquisitions.

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successfully select the operating platforms, database management systems and server software which ultimately achieve market acceptance;

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successfully and efficiently invest significant resources in direct sales, marketing and product development;

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compete with several very large and well-established companies with significant “mindshare,” as well as a number of smaller successful companies, that are already competing in these markets;

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develop stronger relationships with systems integrators and other strategic partners with access to enterprise accounts and “C”-level decision-makers on software application infrastructure products; and

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coordinate the activities of Borland’s various product organizations to provide fully integrated products, including synchronizing release cycles.

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timing, and any delay in the introduction, of upgrades to existing products or new products;

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the mix of channels through which Borland sells its products;

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the relative mix of demand for ▇▇▇▇▇▇▇’▇ various products and services;

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the size and timing of significant orders and their fulfillment;

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the number, timing and significance of product upgrades and new product announcements by Borland and its competitors;

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changes in pricing policies by Borland or its competitors;

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customer order deferrals in anticipation of upgrades or new products offered by Borland or its competitors;

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product release cycles for Borland’s products and those of its competitors;

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product defects that may be discovered from time to time and other product quality problems;

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general domestic and international economic and political conditions; and

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information technology budgets and overall capital expenditure budgets of Borland’s customers and prospective customers.

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the difficulty of staffing and managing an organization spread over various countries and continents;

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potentially reduced or less certain protection for intellectual property rights than is available under the laws of the United States;

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seasonal reductions in business activity during the summer months in Europe and other parts of the world;

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shipping delays of new product releases;

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longer payment cycles in some countries and greater difficulty in collecting accounts receivable;

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fluctuations in foreign currency exchange rates;

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restrictions on the expatriation of currency from a particular country;

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export restrictions, tariffs, duties and other trade barriers;

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changes in regulatory requirements;

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compliance with various conflicting laws and regulations;

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overlap of different tax structures; and

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political or economic instability in certain parts of the world.

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successfully hire, train, retain and motivate Borland’s employees;

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enhance Borland’s operational, financial and management systems; and

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expand Borland’s research and development capacity.

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Borland may introduce products later than it expects or later than competitors’ introductions;

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competitors may introduce competing products at lower prices or potentially at no cost;

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Borland’s products may not meet customers’ expectations regarding features and performance;

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competitors’ products based on new technologies or new industry standards may quickly render Borland’s existing products obsolete;

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the free availability of certain core new technologies may lower barriers to entry and minimize Borland’s competitive advantages on the basis of price and performance; and

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in order to match actions by competitors, Borland may need to provide product upgrades at lower prices which may result in lower margins and decreased operating results.

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rate of adoption of mobile devices by enterprises and consumers, including personal digital assistants, handheld computers, smart phones, pagers and other mobile devices;

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rate of adoption of wireless applications and services available on such devices by enterprises and consumers;

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success in marketing of wireless applications and services by a limited number of communication service providers, including pricing;

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the rate of build-out of and upgrades to existing wireless networks, including, but not limited to: availability of rights to cell and switch sites as well as zoning variances and other approvals for network construction; completion of cell site design, frequency planning and network optimization; completion of fixed network implementation; expansion of customer care, network management and billing systems; and vendor equipment availability;

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availability of additional spectrum capacity to enable service providers to expand existing wireless data services and develop third generation services; and

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health issues, including as they relate to radio frequency emissions or the use of devices while driving automobiles, and potential legal restrictions and/or litigation in conjunction therewith.

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failure of Java to gain in popularity as a programming platform for wireless and mobile application development;

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emergence of a dominant programming language or platform or operating system for mobile and wireless devices and Borland’s corresponding ability to develop technologies that facilitate software development and deployment for such technologies;

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failure of a dominant platform or operating system to emerge and Borland’s corresponding ability to develop technologies that facilitate software development and deployment across the range of such technologies or a significant subset thereof;

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increasing proliferation of mobile or wireless devices with varying technical specifications and form factors, and Borland’s corresponding ability to develop products capable of facilitating development and deployment to the range of devices with such varying requirements;

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evolving standards and other technological changes; and

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pace of overall technological change in the mobile and wireless markets.

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delayed shipping of the product;

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immediate loss of revenue;

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delay in market acceptance;

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diversion of development resources;

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damage to ▇▇▇▇▇▇▇’▇ reputation; and

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increased service and warranty costs.

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announcements of new products or product upgrades by Borland or its competitors;

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announcements of the acquisition of new products or business;

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technological innovation by Borland or its competitors;

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quarterly variations in Borland’s results of operations or those of its competitors;

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changes in the prices of Borland’s products or those of its competitors;

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changes in actual or projected revenue and revenue growth rates for Borland as a whole or for specific geographic areas, business units, products or product categories;

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changes in the price-to-earnings, price-to-sales and other multiples used to value companies in the software industry;

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changes in revenue, earnings or other estimates by research analysts who cover Borland’s stock;

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actual or anticipated changes in information technology spending;

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a decision by a research analyst to initiate or drop coverage on Borland’s stock or upgrade or downgrade its stock;

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speculation by the press, product analysts or research analysts about Borland and its products, revenues and/or earnings including the growth rate of each;

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the trading volume in Borland’s stock;

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stock sales from time to time by ▇▇▇▇▇▇▇’▇ executive officers and members of its board of directors;

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actual or anticipated changes in interest rates; and

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general market conditions or market conditions specific to the software industry.

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Borland’s Current Report on Form 8-K filed on December 3, 2002;

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Borland’s Current Report on Form 8-K filed on November 26, 2002;

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Borland’s Current Report on Form 8-K filed on November 15, 2002;

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Borland’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002;

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Borland’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;

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Borland’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

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Borland’s Final Proxy Statement for its May 16, 2002 annual meeting of Borland stockholders; and

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Borland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

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the discretionary nature of TogetherSoft’s customers’ purchase and budget cycles;

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difficulty predicting the size and timing of customer orders;

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long sales cycles;

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seasonal variations in operating results;

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introduction or enhancement of TogetherSoft’s products or TogetherSoft’s competitors’ products;

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changes in TogetherSoft’s pricing policies or the pricing policies of TogetherSoft’s competitors;

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an increase in TogetherSoft’s operating costs;

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whether TogetherSoft is able to expand its sales and marketing programs;

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the mix of TogetherSoft’s products and services sold;

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the level of sales incentives for TogetherSoft’s direct sales force;

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the mix of sales channels through which TogetherSoft’s products and services are sold;

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the mix of TogetherSoft’s domestic and international sales;

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an increase in the level of TogetherSoft’s product returns;

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unfavorable economic conditions in the technology industry;

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decreased spending on technology due to adverse economic conditions;

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fluctuations in foreign currency exchange rates;

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changes in accounting pronouncements applicable to TogetherSoft;

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costs associated with acquisitions; and

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global economic conditions.

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longer payment cycles;

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fluctuations in currency exchange rates;

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seasonal reductions in business activity during the summer months in Europe and other parts of the world;

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recessionary environments in foreign economies;

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problems in collecting accounts;

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increases in tariffs, duties, receivable price controls or other restrictions on foreign currencies or trade barriers imposed by foreign countries;

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difficulties in staffing and managing international operations;

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compliance with applicable legal requirements;

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limited or unfavorable intellectual property protection; and

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difficulties in localizing TogetherSoft products for foreign markets.

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Comprehensive Solution.    With products and services for each of the key steps in the software application lifecycledevelopment, deployment and integration Borland gives its customers the ability to create and implement applications critical to their businesses rapidly and effectively, as well as support by one vendor to resolve issues across underlying technologies.

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Accelerating Application Development.    Borland products, individually and collectively, are designed to help make the process of creating software applications faster. Borland uses its nearly 20 years of experience to develop tools designed to speed the process of application development and thereby help its customers deliver results faster.

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Performance Leadership.    When a Borland product is installed, ▇▇▇▇▇▇▇ believes it provides for a user experience that is as good or better than anything available in the marketplace. Borland’s products have won numerous awards and maintain a large and dedicated customer base.

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Freedom of Choice.    Borland products eliminate lock-in, which is prevalent with solutions from major system vendors. Borland products do not promote one software platform over another; they are designed to enable all major technology platforms for productive implementation. One key reason its products eliminate lock-in is that Borland provides interoperability between competing technologies.

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Standards-Based.    Borland aggressively adopts standards whenever possible. As a result, Borland products are standards-based when standards exist or are emerging. Standards promote interoperability and mass adoption of technologies.

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Simplicity and Control.    Borland products are designed to simplify the process of developing and deploying applications, improving efficiency and productivity and speeding time to market.

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Lower Cost of Ownership.    Borland products are designed to lower cost of ownership because they promote productivity and reduce computing infrastructure investment wherever possible. Borland’s small foot-print, highly optimized products also help to accomplish this.

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Targeting large enterprises with ▇▇▇▇▇▇▇’▇ comprehensive application development lifecycle solutions;

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Widening Borland’s lead in Java products;

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Promoting platform independence and interoperability, including Web Services;

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Leveraging Borland’s strategic alliances and technology partnerships, including critical areas such as wireless and mobile application development;

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Focusing on the needs of its installed base, e.g., the Borland Developer Network;

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Capitalizing on the strength of the Borland brand, with new product and service offerings and through international expansion; and

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Undertaking selective strategic acquisitions, including those that extend the breadth of its application lifecycle management solutions.

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Like the Java platform, the emergence of new platform technologies, including Linux as an open and cost-effective alternative to the proprietary Windows or Solaris operating systems, has created the need for products to simplify these new technologies for use by unfamiliar developers. Products that both facilitate development to new platforms like Linux as well as provide capabilities for re-purposing existing software code for deployment to such platforms are a particularly vital resource.

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Technology that facilitates interoperability is the essence of the emerging paradigm of Web Services. With Web Services, dynamic software components and applications from disparate platforms and systems are delivered via the Internet, interconnecting businesses. Technology to assist in integrating Web Services components, as well as creating them, deploying them to particular platforms and sharing them over the Internet, is increasingly in demand.

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With enterprises implementing mobile strategies and telecommunications carriers rolling out new services, sophisticated software applications are being extended to mobile and wireless devices. The variety of these devices is substantial, creating a need for technology that permits companies to develop and deploy mobile and wireless applications efficiently without worrying about differing technical and physical characteristics.

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Increasingly complex software components—such as pre-written, reusable, combinable building blocks of Java software code known as Enterprise JavaBeans, or EJB—have created a need for technology to ease assembly and maintenance of these components. Development, deployment and maintenance of scalable enterprise-level applications using EJBs has significant potential benefits, but is challenging.

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Shifting or evolving technology standards makes compliance challenging, creating a need for technology that automatically enables applications in development for the latest industry standards. These standards include extensible markup language, or XML, for enabling components as Web Services, wireless application protocol, or WAP, for wireless applications, Java 2 Platform, Enterprise Edition, or J2EE, for enterprise applications in Java and the subtly varying approaches to these and other standards used by a host of different technology vendors.

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With companies seeking to enhance their returns on existing technology investments, application and systems integration is necessary but is among the most complex and costly parts of the software implementation process. Technology facilitating interoperability among new platforms and between new platforms and functioning legacy systems helps companies overcome these challenges.

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Comprehensive Solution.    Borland’s portfolio of products and services address various dimensions of the software application implementation “lifecycle” – development, deployment and integration. Borland’s IDEs provide developers with frameworks in which to design, build, check, test and debug large-scale applications. On-going support for Borland’s products, as well as expert consulting and training, is provided by ▇▇▇▇▇▇▇’▇ own

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Best-in-class and Performance Leadership.    ▇▇▇▇▇▇▇ believes that the Borland brand is synonymous with quality and performance, and is known for providing a developer experience that is superior to anything else in the marketplace. As a result, ▇▇▇▇▇▇▇’▇ products are favored by professionals at other leading software and technology companies so they can create, deliver, and deploy world class solutions. A critical element of ▇▇▇▇▇▇▇’▇ performance leadership and enhanced user experience is its incorporation of new and emerging technologies. In 2002 Borland’s mobile device development strategy expanded from Java solutions for Nokia, Siemens, and Sprint PCS to include mobile C++ development for the Symbian operating system. Borland’s first products and roadmap for .NET were unveiled in 2002 to demonstrate a continued commitment to developers on all major platforms, and Borland’s integration of Web Services into all development products enables customers to bridge the gap between Java and .NET. In turn, ▇▇▇▇▇▇▇’▇ commitment to innovation, quality, and performance has been honored by industry experts worldwide. Borland’s recent product awards include eight Java Pro Reader’s Choice Awards for JBuilder and Borland Enterprise Server (2002), Web Services Journal Reader’s Choice Award for Delphi (2002) and Jolt Productivity Award for JBuilder and Delphi (2002).

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Freedom of Choice.    Borland’s platform-neutral products give Borland customers maximum flexibility in their information technology decisions. Customers on Windows, Solaris, Linux, and Mac OS X operating systems have access to Borland development environments. Databases from Oracle, Microsoft, Informix, IBM, Sybase and others are easily accessed through Borland development solutions along with Borland’s own JDataStore and InterBase databases. Applications can be developed for and deployed to web and application servers from BEA, Microsoft, Sun, Oracle, Sybase, Apache and AOL, or customers can choose the Borland Enterprise Server. In short, Borland’s customers have numerous choices for their system configurations and are not locked into any particular solution, technology or vendor. In addition, with Borland’s VisiBroker technology, the foundation for Borland Enterprise Server, Borland allows client and server applications to communicate seamlessly across the competing hardware, operating systems and development languages. The result is both a highly flexible and fully integrated solution for software implementation.

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Standards-Based.    A deep commitment to open industry standards is a key reason Borland can offer maximum flexibility and interoperability to its customers. VisiBroker, for example, is the leading implementation of CORBA (Common Object Request Broker Architecture), the industry standard for enterprise class distributed systems. Another example is that Delphi was the first IDE to provide integral and native support for the Web Services interoperability architecture and its associated standards, including XML and Simple Object Access Protocol, or SOAP. Standards also promote mass adoption of new technologies, and Borland’s focus on standards allows Borland to extend the benefits of these technologies to its customers. As an executive member of the Java Community Process (JCP), a leading standards body, Borland offered the first EJB compliant implementation through its Borland Enterprise Server.

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Simplicity and Control.    Borland’s products are designed to simplify the process of implementing software applications, enhancing control and increasing productivity. One key methodology employed by ▇▇▇▇▇▇▇’▇ technology that improves efficiency is component-based development. Using a visual “drag and drop” interface, developers using Borland’s IDEs can combine pre-built, reusable components from Borland’s extensive component libraries or even import them from outside sources, including over the Internet through Web Services. Separately, many of the frustrating and time consuming parts of the development process can be done automatically in Borland’s IDEs, including the creation and editing of complex code and documentation. Code that is required based on an application’s visual design or for particular platform deployments is generated automatically. Documenting the complexities of the development process is also mechanized. With a coherent visual console, ▇▇▇▇▇▇▇’▇ tightly integrated Borland Enterprise Server in turn are designed to simplify deployment and integration of resulting applications, particularly those using complex components.

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Low Cost of Ownership.    By enhancing productivity and reducing computing infrastructure investment wherever possible, Borland’s products lower the cost of ownership of technology which then saves Borland’s customers money. As a result, customers can channel scarce resources into growing their businesses. Borland’s comprehensive solution streamlines the implementation process through the various dimensions of the application lifecycle. Borland’s integration technology helps companies make the most of their past investments, enabling new and legacy technologies to co-exist productively and allowing Borland’s customers to move into Web-based futures without having to abandon their past. Finally, ▇▇▇▇▇▇▇’▇ small print, highly optimized products fit seamlessly into Borland’s customer’s environments.

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Application Development:

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JBuilder family, including Borland Enterprise Studio for Java and Optimizeit

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Delphi, including Borland Enterprise Studio for Windows

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Kylix

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C++Builder

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TeamSource DSP

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Application Deployment and Integration:

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Borland Enterprise Server (AppServer, VisiBroker and Web Editions)

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JDataStore

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InterBase

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Reader’s Choice 2002, Java Pro

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Productivity Award 2002, Jolt

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Reader Award 2001, Visual Systems Journal

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Reader’s Choice 2001, Java Pro

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Editors’ Choice 2001, Java World

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Excellence Awards 2001, eWeek

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Reader’s Choice 2000, Java Pro

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Editor’s Choice Award, 1999, Java Developers Journal

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Readers’ Choice 1999, Java World

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World Class Award for Borland AppServer 4.5, April 2001, Java Developers Journal

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Reader’s Choice 2002, Java Pro

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Reader’s Choice Award 2002, Best Integrated Services Environment, Web Services Journal

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Productivity Award 2002, Jolt

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Award for Excellence 1999, Application Development Tool, Quality Award, Data News

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Best Development Tool 1999 for C++Builder 4, PC Plus

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Best In Show, LinuxWorld Expo, 2002

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Best Developer Tool, LinuxWorld Expo, 2002

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Show Favorite Award for Best Development Tool, LinuxWorld Expo, 2001

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Reader’s Choice Award 2000, Java Developers Journal

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Software Development Product Excellence Award 2000

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Java Report 4 Cup Rating 2001

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Editor’s Choice Award 2001, Java Developers Journal

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Reader’s Choice Award 2001(runner up), Java Developers Journal

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creation of sales brochures and other marketing materials;

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extensive sales training;

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user conferences, including ▇▇▇▇▇▇▇’▇ own Borland Users’ Conference (BorCon);

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appearances at industry trade shows such as Comdex and JavaOne;

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technical seminars;

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cooperative marketing programs;

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advertising in trade and technical publications;

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public relations, including with general interest, financial and technical press;

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industry analyst briefings;

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trade and industry association activities, including active participation in both the Business Software Alliance (BSA) and the Software and Information Industry Association (SIIA);

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anti-piracy enforcement efforts;

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sales promotions;

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targeted mailings to current and potential customers;

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trade missions; and

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book publishing arrangements, which may include book evaluation copies of Borland’s software products.

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Borland’s Current Report on Form 8-K filed on December 3, 2002;

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Borland’s Current Report on Form 8-K filed on November 26, 2002;

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Borland’s Current Report on Form 8-K filed on November 15, 2002;

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Borland’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002;

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Borland’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;

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Borland’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

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Borland’s Final Proxy Statement for its May 16, 2002 annual meeting of Borland stockholders; and

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Borland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

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Industry thought leadership—Behind the thought leadership of founder ▇▇▇▇▇ ▇▇▇▇, TogetherSoft has pioneered and improved the ways people work together.

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Superior technology—TogetherSoft combines a superior modeling tool with an industry leading IDE to provide a full development solution recognized as a best of breed solution throughout the industry.

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Seamless integrations—Together products are designed to seamlessly integrate into existing environments and to leverage current customer investments in software development solutions.

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Leadership in developer community—TogetherSoft has become well accepted by developers by delivering innovative technology and executing on what development teams need to be successful.

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Proven return on investment—TogetherSoft solutions are designed to improve developer productivity and to enable teams to maximize the return on their software development solutions.

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Support of strategic partners—By leveraging relationships with strategic industry partners, TogetherSoft is able to extend reach into the marketplace and demonstrate valuable integrated solutions to a broad base of software developers.

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Ranked #1 in FAST 50 awards by the Triangle Business Journal

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“Software Company of the Year”—NCEITA 21

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Named Third in the 50 Fastest Growing Technology Companies in North Carolina by Deloitte & Touche

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Best Modeling Tool for Java—JavaPro Reader’s Choice

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Best UML Modeling Tool—Java Magazine Editor’s Choice

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Best Development Tool—WebSphere Advisor Editor’s Choice

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Fastest Growing Company in the Triangle—CED (Center for Entrepreneurial Development)

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Best Java Developer Studio by Java Developer Journal’s Reader’s Choice Award

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Most Innovative Java Product by Java Developer Journal’s Reader Choice Award

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“Software Company of the Year”—NCEITA 21

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Ranked #141 in Fast 500—Deloitte & Touche

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Productivity Award—Software Development Magazine

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Most Innovative Product for Together J—JavaPro Reader’s Choice Award

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Reader’s Choice Award for Together J—Java Developer Journal

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Extensive sales training delivered internationally

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Creation of sales brochures and other marketing materials

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Speaking opportunities and appearances at industry trade shows

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Technical seminars and webinars

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Public relations, including general interest and technical press

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Sales promotions

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Targeted mailings to current and potential customers

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the affirmative vote of the holders of a majority of shares of TogetherSoft common stock and TogetherSoft preferred stock outstanding on the TogetherSoft Record Date, voting together as a single class, on an as-if-converted to TogetherSoft common stock basis; provided, however, that in connection with this vote, each share of TogetherSoft Series B Preferred Stock will represent 0.5162 of a vote;

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the affirmative vote of the holders of a majority of the shares of TogetherSoft Series B Preferred Stock outstanding on the TogetherSoft Record Date; and

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the affirmative vote of the holders of at least a majority of the outstanding shares of TogetherSoft Series A Preferred Stock.

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Customers.    The combined company would have a broader, deeper portfolio of compelling products, services and technologies than either Borland or TogetherSoft alone, together with the enhanced capability to integrate those products and services into solutions tailored to meet the needs of its diverse customer base.

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Partners.    The combined company would be a more compelling partner because its commitment to open standards, together with the combined company’s large customer base, would attract developers who are choosing their initial development platforms. Borland and TogetherSoft consider this key to their strategy, as the delivery of integrated end-to-end solutions requires that providers of software and microprocessors, among others, develop their products to be compatible with our products and that independent systems integrators develop alliances with our solutions organizations.

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Employees.    The combined company would be well positioned to attract and retain the best employees because of its stronger, healthier businesses and increased depth of leadership—attributes that could create greater long-term opportunity for growth and career advancement.

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the financial condition and results of operations of TogetherSoft and the projection of TogetherSoft’s cash flows and capital requirements;

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the opportunity for TogetherSoft, as part of the combined company, to compete more effectively in an increasingly competitive and rapidly changing marketplace;

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Borland’s existing broad direct and indirect distribution channels, which could take TogetherSoft years to develop independently;

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▇▇▇▇▇▇▇’▇ financial strength and proven ability to execute on its business plan, as demonstrated by ten consecutive quarters of profitability;

•

Borland’s proven ability to consistently introduce new products to market;

•

Borland’s core values of integrity, excellence, and customer satisfaction, which complement TogetherSoft’s core values;

•

Borland’s processes and templates for systematically growing its business while also engendering creativity and innovation among its developers;

•

Borland’s enduring excellence in reputation, products, development talent, sales, marketing, and management;

•

▇▇▇▇▇▇▇’▇ position as a premier software development tools provider worldwide;

•

the broad reach of Borland’s products, extending to millions of developers worldwide;

•

Borland’s core competencies in functions programmers use most, including: editing, user interfaces, compiling, debugging, and data management, which complement TogetherSoft’s core competencies in functions architects, modelers, and designers use most, including: modeling, simultaneous synchronization of models and software code, patterns, audits and metrics;

•

the TogetherSoft board’s belief, based upon presentations by TogetherSoft’s management and financial advisors, that the Merger Consideration (as defined below) was fair in light of the financial condition, results of operations, business and prospects of TogetherSoft;

•

the presentation delivered by U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ to the TogetherSoft board on October 29, 2002, regarding the financial aspects of the proposed transaction and the opinion of U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ delivered to the TogetherSoft board dated the same date and the underlying analysis conducted by U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇, to the effect that, based upon and subject to the various considerations set forth in the opinion, the aggregate consideration to be paid in Merger I to TogetherSoft stockholders as a whole was fair, from a financial point of view, to TogetherSoft stockholders as of October 29, 2002;

•

the history of the negotiations with ▇▇▇▇▇▇▇;

•

the likelihood that the Mergers will be consummated in light of the fact that the Mergers are not subject to any financing or due diligence conditions;

•

the limits on Borland’s ability to terminate the Merger Agreement;

•

information with regard to current economic and market conditions (including current conditions in the software industry);

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the terms of the Merger Agreement, including the parties’ representations, warranties and covenants and the conditions to their respective obligations to complete the Mergers;

•

the consents and approvals required to complete the Mergers and the favorable likelihood of obtaining all such consents and approvals; and

•

the fact that TogetherSoft stockholders will obtain shares of a publicly held company with a trading market.

•

the fact that the number of shares of Borland common stock to be issued in Merger I is fixed and will not be adjusted for changes in the market price of Borland common stock;

•

the number of contingencies and closing conditions that must be satisfied or waived before the closing of Merger I;

•

the possibility that the Mergers may not be treated as a tax-free reorganization;

•

the risks attendant to ▇▇▇▇▇▇▇’▇ business as set forth in its most recent report on Form 10-K;

•

the possibility that the Mergers may not be completed or may take a significantly longer period of time to complete;

•

the fact that TogetherSoft may not terminate the Merger Agreement in the event of a material adverse effect on Borland’s business, financial condition or operating results;

•

the effect of the public announcement of the execution of the Merger Agreement on, among other things, TogetherSoft’s operations, including its customers and employees; and

•

the fact that certain terms of the Merger Agreement prohibit TogetherSoft and its representatives from soliciting third-party bids and from accepting, approving or recommending unsolicited third party bids except in very limited circumstances, which terms would reduce the likelihood that a third party would make a bid for TogetherSoft.

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the presentations by ▇▇▇▇▇▇▇’▇ management at the October 28, 2002 board of directors meeting and previous board of directors meeting;

•

the presentation by ▇▇▇▇▇▇▇’▇ financial advisor, Bear ▇▇▇▇▇▇▇ & Co. Inc. (“Bear ▇▇▇▇▇▇▇”) at the October 28, 2002 board of directors meeting and a previous board of directors meeting, the opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, expressed orally, to the effect that, as of October 28, 2002, the Merger Consideration to be paid to stockholders of TogetherSoft pursuant to the Mergers was fair, from a financial point of view, to Borland;

•

that Borland has more than sufficient funds to internally fund the acquisition of TogetherSoft and that no third-party financing would be required for Borland to consummate the acquisition of TogetherSoft;

•

the strategic fit between Borland and TogetherSoft;

•

the success that Borland recently had in integrating the acquisition of Redline Software, Inc. (VMGear) and other recent acquisitions;

•

the opportunity for numerous synergies including, among other things:

—

the potential that combining Borland’s customer base, marketing expertise, geographic footprint, brand, and direct and indirect distribution channels with TogetherSoft’s expertise in the area of application modeling can result in a significant increase in the revenues derived from TogetherSoft’s products;

—

the potential that ▇▇▇▇▇▇▇’▇ significantly greater financial and other resources can enhance the competitive position of TogetherSoft’s design and modeling solutions;

—

the potential that Borland will be able to take advantage of cross-marketing opportunities;

—

the potential acceleration of new product development created by combining the technical resources of TogetherSoft with those of Borland;

—

the potential ability to reduce certain selling costs following the closing of the Mergers by merging the sales organizations of both companies; and

—

the potential ability to reduce certain marketing costs following the closing of the Mergers by transitioning all of TogetherSoft’s products to the Borland brand.

•

the belief that, with the acquisition of TogetherSoft, ▇▇▇▇▇▇▇ would be better able to respond to the needs of customers looking for JAVA solutions;

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the potential positive impact of the acquisition of TogetherSoft on ▇▇▇▇▇▇▇’▇ other businesses;

•

that, as a result of the Mergers, Borland would obtain (i) valuable technology and products that it can market and sell with its other suites of products and (ii) knowledgeable, valuable and committed employees that complement its strong employee base;

•

the reputation of TogetherSoft’s products in the marketplace and among leading industry analysts;

•

the technical expertise held by TogetherSoft’s software engineers;

•

the customer relationships held by TogetherSoft’s sales personnel;

•

the complementary corporate cultures of Borland and TogetherSoft, which should facilitate the integration of the two companies;

•

the terms of the Merger Agreement and related agreements, including the respective representations, warranties and covenants of the parties;

•

the limited ability of TogetherSoft to terminate the Merger Agreement;

•

the amount of the termination fee relative to other transactions, and the circumstances under which such fees would be paid to Borland pursuant to the Merger Agreement;

•

the terms and conditions of the Voting Agreement, including the willingness of certain stockholders of TogetherSoft to enter into such agreement;

•

that certain members of TogetherSoft’s management team had agreed to enter into non-competition agreements providing, among other things, that they will not engage in any activities competitive with the current business engaged in by TogetherSoft;

•

the other agreements to be entered into in connection with the acquisition of TogetherSoft;

•

the results of the due diligence review of TogetherSoft’s business conducted by ▇▇▇▇▇▇▇’▇ management and its legal and financial advisors;

•

the history of ▇▇▇▇▇▇▇’▇ negotiations with TogetherSoft relating to the terms of Borland’s acquisition of TogetherSoft and the Merger Agreement;

•

the terms and conditions of the employment agreements to be entered into by each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with ▇▇▇▇▇▇▇;

•

the consents and approvals required to consummate the acquisition of TogetherSoft and the favorable prospects for receiving all such consents and approvals;

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the reasonable likelihood of the consummation of the transactions contemplated by the Merger Agreement;

•

TogetherSoft’s technical and engineering expertise, which could enhance the ability of the two companies to combine their technological resources to develop new products with increased functionality and bring them to market faster;

•

the ability of the combined company to offer complementary product lines and improve product offerings;

•

the entry into a new strategic market segment for Borland, with the potential for above average growth through an established market leader;

•

that TogetherSoft’s significant revenue traction and large, growing customer base distinguish it from other acquisition candidates that lack the scale to provide future revenue and operating leverage, and which could be characterized as tactical “fill-in” acquisitions;

•

that TogetherSoft’s industry-leading application design and construction tools will strengthen Borland’s product line, enabling Borland to enhance customer relationships, to differentiate itself from other software tools vendors, and to provide a more comprehensive solution;

•

that IDC estimates the market for analysis, modeling and design tools to be approximately $1.1 billion by 2006, and that TogetherSoft had approximately 7.5% share of this market in 2001; and

•

that Borland’s established infrastructure in the Asia-Pacific region represents a significant opportunity to drive TogetherSoft revenue in markets where TogetherSoft has achieved limited customer traction to date.

•

the risk that the potential benefits sought by the acquisition of TogetherSoft may not be realized or may not be realized as quickly as anticipated;

•

the management time associated with integrating TogetherSoft’s operations with those of Borland and the potential alternative opportunities that may be foregone due to this significant diversion of management’s time;

•

the results of the due diligence review of TogetherSoft’s business conducted by ▇▇▇▇▇▇▇’▇ management and its legal and financial advisors;

•

the risk that Borland may not be able to retain key TogetherSoft personnel, in particular those in sales and software engineering positions;

•

the effect of the public announcement of the execution of the Merger Agreement on, among other things, TogetherSoft’s operations, including its customers and employees;

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the possibility that the acquisition of TogetherSoft may not be completed or may take a significantly longer period of time to complete;

•

the effect that any failure by ▇▇▇▇▇▇▇ to consummate the acquisition of TogetherSoft could have on Borland, including its ability to consummate future acquisitions; and

•

the risk that Borland may not be able to integrate multiple acquisitions simultaneously.

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•

a draft dated October 29, 2002 of the Merger Agreement;

•

a draft dated October 29, 2002 of the Escrow Agreement;

•

business, financial and operating information relative to TogetherSoft;

•

publicly available business and financial information relative to ▇▇▇▇▇▇▇;

•

publicly available market and securities data of Borland and of selected public companies deemed comparable to TogetherSoft and Borland;

•

to the extent publicly available, financial information relating to selected transactions deemed comparable to the proposed merger; and

•

internal financial forecasts of TogetherSoft and of Borland prepared by management of the respective companies.

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(1)

Based on implied value of merger consideration (computed based on Borland closing stock price on October 28, 2002).

(2)

TogetherSoft estimates based on TogetherSoft management estimates. Estimates for comparable companies based on First Call Consensus and publicly available research analyst estimates.

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transactions that were announced between October 28, 2001 and October 28, 2002;

•

transactions in which 100% of a domestic public or private target company was acquired;

•

transactions involving target companies with similar primary SIC codes as TogetherSoft;

•

transactions with a transaction value of $50 million to $300 million;

•

transactions involving target companies with latest twelve month revenues of more than $10 million; and

•

transactions which were not share repurchases or hostile transactions.

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(1)

Based on Borland closing stock price on October 28, 2002.

(2)

Estimates based on First Call Consensus and publicly available research analyst estimates.

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0.1965 of a share of Borland common stock; and

•

$3.4979 in cash.

•

0.1468 of a share of Borland common stock; and

•

$0.9829 in cash.

•

0.1616 of a share of Borland common stock; and

•

$1.0854 in cash.

•

0.1634 of a share of Borland common stock; and

•

$3.2747 in cash.

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0.1607 of a share of Borland common stock; and

•

$1.0781 in cash.

•

0.1615 of a share of Borland common stock; and

•

$1.0837 in cash.

•

0.2410 of a share of Borland common stock; and

•

$3.7984 in cash.

•

0.1280 of a share of Borland common stock; and

•

$0.8551 in cash.

•

0.1617 of a share of Borland common stock; and

•

$1.0874 in cash.

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the due organization of TogetherSoft;

•

TogetherSoft’s certificate of incorporation, bylaws, books and records;

•

TogetherSoft’s capital structure;

•

TogetherSoft’s financial statements;

•

changes in TogetherSoft’s business since December 31, 2001;

•

title to TogetherSoft’s assets;

•

TogetherSoft’s bank accounts and receivables;

•

TogetherSoft’s equipment and real property;

•

TogetherSoft’s intellectual property;

•

TogetherSoft’s contracts;

•

TogetherSoft’s liabilities;

•

TogetherSoft’s compliance with certain legal requirements;

•

TogetherSoft’s governmental authorizations;

•

TogetherSoft’s taxes;

•

TogetherSoft’s employees, labor matters and benefit plans;

•

environmental laws that apply to TogetherSoft and TogetherSoft’s compliance with such laws;

•

TogetherSoft’s insurance policies;

•

transactions between TogetherSoft and certain related parties;

•

TogetherSoft’s compliance with certain laws;

•

legal proceedings involving TogetherSoft;

•

the authorization, execution, delivery and enforceability of the Merger Agreement by TogetherSoft;

•

consents and approvals required to be obtained by TogetherSoft;

•

TogetherSoft’s status as a quasi-California corporation;

•

the absence of any pending alternative acquisition proposal;

•

the vote required by TogetherSoft’s stockholders to adopt the Merger Agreement;

•

the fairness opinion received by TogetherSoft’s board of directors;

•

payments to be made by TogetherSoft for brokers’ and finders’ fees in connection with the Mergers;

•

amounts owed by TogetherSoft to its legal counsels; and

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the accuracy and completeness of TogetherSoft’s representations and warranties and the information related to TogetherSoft included in this Information Statement.

•

▇▇▇▇▇▇▇’▇ filings with the SEC and ▇▇▇▇▇▇▇’▇ financial statements;

•

the due organization of Borland;

•

the authorization, execution, delivery and enforceability of the Merger Agreement by ▇▇▇▇▇▇▇ and the Merger Subs;

•

the valid issuance of Borland common stock to be issued in connection with the Mergers;

•

matters relating to the Merger Subs;

•

consents and approvals required to be obtained by Borland or the Merger Subs;

•

legal proceedings pending against ▇▇▇▇▇▇▇; and

•

the accuracy and completeness of Borland’s representations and warranties and the information related to Borland included in this Information Statement.

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the sale, license, disposition or acquisition of all or at least a majority of TogetherSoft’s business or assets;

•

the issuance, disposition or acquisition of a greater than 40% interest in the total outstanding and voting securities of TogetherSoft; or

•

any merger, consolidation, business combination, reorganization or similar transaction involving TogetherSoft in which the stockholders of TogetherSoft immediately prior to the transaction own less than 50% of the surviving entity.

•

the material accuracy of the representations and warranties made by TogetherSoft as of October 29, 2002 and as of the closing of Merger I as if made on the closing of Merger I;

•

the compliance or performance in all material respects of TogetherSoft’s covenants and obligations;

•

the issuance by the California Commissioner of Corporations of a permit under Section 25121 of the California Corporations Code;

•

the adoption of the Merger Agreement by the Required Stockholder Vote (See “Information Regarding Adoption of the Merger Agreement”), provided that TogetherSoft stockholders

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obtaining all consents required to be obtained by TogetherSoft in connection with the Mergers;

•

the receipt by ▇▇▇▇▇▇▇ and TogetherSoft of certain documents;

•

the filing by TogetherSoft with the Internal Revenue Service of a statement of TogetherSoft’s determination that the assets of TogetherSoft do not constitute a U.S. real property interest as of the effective time of ▇▇▇▇▇▇ ▇;

•

the absence of any Material Adverse Effect (as defined in the Merger Agreement) on TogetherSoft since October 29, 2002;

•

the expiration or termination of the applicable waiting period under the HSR Act or any similar waiting period under any applicable foreign antitrust law;

•

absence of any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of either of the Mergers issued by any court of competent jurisdiction;

•

the absence of any pending or threatened legal proceeding in which a governmental body is or is overtly threatened to become a party or is otherwise involved;

•

the absence of any pending legal proceeding in which, in the reasonable judgment of ▇▇▇▇▇▇▇, there is a reasonable possibility of an outcome that could have a Material Adverse Effect on TogetherSoft, (a) relating to either of the Mergers and seeking to obtain from Borland or TogetherSoft any damages or other relief that may be material to Borland or TogetherSoft, (b) seeking to prohibit or limit in any material respect Borland’s ownership rights with respect to TogetherSoft capital stock, (c) that would materially and adversely affect the right of Borland, TogetherSoft or the surviving corporation to own the assets or operate the business of TogetherSoft in the manner currently operated or (d) seeking to compel Borland or TogetherSoft to dispose of or hold separate any material assets as a result of the Mergers or any of the other transactions contemplated by the Merger Agreement;

•

the receipt of executed employment and noncompetition agreements from each of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇;

•

none of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ having ceased to be employed by, or expressed an intention to terminate any of their employment with, TogetherSoft, Borland or the surviving corporation;

•

the termination of each of the employee benefit plans of TogetherSoft referenced in Section 6.8 of the Merger Agreement;

•

the termination of each of the agreements referenced in Section 6.7 of the Merger Agreement; and

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certain other conditions.

•

the material accuracy of the representations and warranties made by ▇▇▇▇▇▇▇ and Merger Subs as of October 29, 2002 and as of the closing of Merger I as if made on the closing of Merger I;

•

the material compliance or performance of the covenants and obligations of Borland and Merger Subs;

•

the issuance by the California Commissioner of Corporations of a permit under Section 25121 of the California Corporations Code;

•

the adoption of the Merger Agreement by the Required Stockholder Vote (See “Information Regarding Adoption of the Merger Agreement”);

•

the receipt by TogetherSoft of certain documents;

•

the expiration or termination of the applicable waiting period under the HSR Act or any similar waiting period under any applicable foreign antitrust law;

•

the approval for listing of the shares of Borland common stock to be issued in Merger I on the Nasdaq National Market; and

•

absence of any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of either of the Mergers issued by any court of competent jurisdiction.

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the Series B Stock Purchase Agreement;

•

the Investor Rights Agreement; and

•

the Voting Agreement.

•

by mutual written consent of Borland and TogetherSoft;

•

by either Borland or TogetherSoft if Merger I has not been consummated by February 28, 2003;

•

by either Borland or TogetherSoft if a court of competent jurisdiction or other governmental body has issued a final and nonappealable order, decree or ruling, or has taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting either of the Mergers;

•

by either Borland or TogetherSoft if (a) the TogetherSoft Special Meeting has been held and the TogetherSoft stockholders have taken a final vote on a proposal to adopt the Merger Agreement and (b) the Merger Agreement was not adopted at the TogetherSoft Special Meeting (and was not adopted at any adjournment or postponement thereof) by the Required

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by ▇▇▇▇▇▇▇ (at any time prior to the adoption of the Merger Agreement by the Required Stockholder Vote) if a Triggering Event (as defined below) has occurred;

•

by Borland if (a) any of TogetherSoft’s representations and warranties contained in the Merger Agreement were inaccurate as of October 29, 2002, or become inaccurate as of a date subsequent to October 29, 2002, such that the condition set forth in Section 7.1 of the Merger Agreement would not be satisfied or (b) any of TogetherSoft’s covenants contained in the Merger Agreement have been breached such that the condition set forth in Section 7.2 of the Merger Agreement would not be satisfied; provided, however, that TogetherSoft will have the opportunity under the Merger Agreement to cure any such breach or inaccuracy; or

•

by TogetherSoft if (a) any of Borland’s representations and warranties contained in the Merger Agreement were inaccurate as of October 29, 2002, or become inaccurate as of a date subsequent to October 29, 2002, such that the condition set forth in Section 8.1 of the Merger Agreement would not be satisfied or (b) if any of Borland’s covenants contained in the Merger Agreement have been breached such that the condition set forth in Section 8.2 of the Merger Agreement would not be satisfied provided, however, that Borland will have the opportunity under the Merger Agreement to cure any such breach or inaccuracy.

•

as of the closing of such Acquisition, TogetherSoft shall pay to Borland, in cash, a nonrefundable fee in the amount equal to $4,650,000 plus an amount equal to the legal and accounting expenses, not to exceed $750,000, incurred by Borland in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, if the Merger Agreement was terminated by Borland or TogetherSoft pursuant to Section 9.1(b) (relating to the failure to consummate Merger I prior to February 28, 2003) or Section 9.1(d) (relating to the failure to adopt the Merger Agreement by the Required Stockholder Vote) of the Merger Agreement and at or prior to the time of the termination of the Merger Agreement an Acquisition shall have been disclosed, announced or commenced, or submitted or made to TogetherSoft or any of its representatives; or

•

as of the signing of a definitive agreement relating to such Acquisition, TogetherSoft shall pay to Borland, in cash, a nonrefundable fee in the amount equal to $9,250,000, if the Merger Agreement was terminated by Borland pursuant to Section 9.1(e) (relating to the occurrence of a Triggering Event) of the Merger Agreement.

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any inaccuracy in or breach of any representation or warranty set forth in the Merger Agreement (without giving effect to any Material Adverse Effect or other materiality qualification contained or incorporated in such representation or warranty or to any update to the disclosure schedule delivered by TogetherSoft to Borland prior to the closing);

•

any breach of any covenant or obligation of TogetherSoft to Borland or either Merger Sub;

•

certain liabilities arising out of license agreements to which TogetherSoft or its subsidiaries are a party that provide for less than $50,000 annual payments on a per customer basis;

•

certain liabilities arising out of the failure of TogetherSoft’s software to perform in accordance with product specifications;

•

certain liabilities arising out of any “virus” or other code designed or intended to disrupt, damage or destroy TogetherSoft’s software;

•

certain liabilities arising out of TogetherSoft’s Russian or Czech operations;

•

certain liabilities associated with the loss of tax deduction due to the application of Section 280G of the Code; and

•

any legal proceeding relating to any inaccuracy or breach of the type referred to above (including any legal proceeding commenced by the Indemnitees for the purpose of enforcing any of its rights under Section 10 of the Merger Agreement).

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concerning the valuation discounts applicable to shares of Borland common stock subject to stockholder lockup agreements (the “Lockup Discounts”);

•

that the fair market value (taking into account the valuation discounts described above and determined on the day before the closing of Merger I) of all the Borland common stock issued to TogetherSoft stockholders in Merger I in exchange for their outstanding TogetherSoft capital stock will equal or exceed 40% of the total value of consideration given to TogetherSoft stockholders in Merger I in exchange for their outstanding TogetherSoft capital stock; and

•

that Merger II will occur promptly after Merger I.

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TogetherSoft stockholders who exchange their TogetherSoft capital stock for Borland common stock and cash in Merger I will recognize gain in the amount of such cash, limited, however, by such TogetherSoft stockholder’s total gain (which is the difference between the fair market value of the Borland common stock and cash received by such TogetherSoft stockholder in Merger I less such TogetherSoft stockholder’s basis in its TogetherSoft capital stock exchanged therefor). A TogetherSoft stockholder’s recognized gain will be capital gain, and will be long-term capital gain if such TogetherSoft stockholder held the TogetherSoft capital stock surrendered for more than one year at the effective time of Merger I, provided that the payment is neither essentially equivalent to a dividend within the meaning of Section 302 of the Code nor has the effect of a dividend within the meaning of Section 356(a)(2) of the Code. If a loss, rather than a gain, results from the application of the TogetherSoft stockholder’s cost basis for the stock surrendered against the total consideration received, that loss will not be recognized.

•

The aggregate tax basis of the Borland common stock received by a holder of TogetherSoft capital stock in Merger I and under the escrow will be the same as the aggregate tax basis of the TogetherSoft capital stock surrendered in Merger I (reduced by any tax basis allocable to fractional shares exchanged for cash) less the cash received in Merger I plus the gain recognized by such TogetherSoft stockholder in Merger I (if any). Until the escrowed shares are released, the interim basis of the Borland common stock received by TogetherSoft stockholders will be determined as though the maximum number of shares of Borland common stock were received by the TogetherSoft stockholders. A TogetherSoft stockholder’s tax basis in any shares of Borland common stock not ultimately received under the terms of the escrow should be added to the adjusted basis of the remaining shares of Borland common stock received in Merger I by that TogetherSoft stockholder.

•

The holding period of the Borland common stock received by a TogetherSoft stockholder in Merger I will include the holding period for shares of TogetherSoft capital stock surrendered in Merger I.

•

A holder of TogetherSoft capital stock who receives cash instead of a fractional share of Borland common stock will be treated as if such TogetherSoft stockholder received that fractional share (with an allocable share of basis and with a holding period as described above), and then sold that fractional share to Borland for the amount of cash received. The sale of a fractional share interest generally will result in capital gain or loss to the TogetherSoft stockholder measured by the difference between the basis of the fractional share interest and the proceeds of sale.

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A TogetherSoft stockholder who exercises dissenters’ rights with respect to a share of TogetherSoft capital stock generally will recognize capital gain or loss measured by the difference between the amount of cash received and the tax basis of such share of TogetherSoft capital stock. Such capital gain or loss will be long-term capital gain or loss if the shares of TogetherSoft capital stock exchanged by such dissenting TogetherSoft stockholder have been held for more than one year. However, the amount of cash received may be treated as dividend income if the dissenting TogetherSoft stockholder actually or constructively owns Borland common stock after Merger I.

•

None of Borland, TogetherSoft, Merger Sub I nor Merger Sub II will recognize any gain solely as a result of the Mergers.

•

TogetherSoft stockholders should be treated as having received the Borland common stock placed in escrow upon the consummation of Merger I. Assuming such treatment applies, TogetherSoft stockholders will not recognize gain or loss upon the forfeiture of shares of Borland common stock from the escrow to Borland or any other beneficiary. No amount should be included in the income of the TogetherSoft stockholders by reason of any release of shares of Borland common stock from the escrow account to the TogetherSoft stockholders.

•

For a TogetherSoft stockholder who recognizes a gain in Merger I, the installment sale method may be available for the portion of the gain attributable to cash consideration placed in escrow other than the cash placed in the Secondary Escrow Fund to reimburse the fees and expenses of the Primary Stockholder’s Agent. The installment sale method allows taxpayers to report gain recognized on a sale as payments of the sale proceeds are received if payment of all or part of the consideration is deferred to a year after the year in which the sale takes place. The amount of income reported in each year is the portion of the payment received in that year which is equal to the ratio of the gross profit to the total contract price. The gross profit is the difference between the selling price and the taxpayer’s basis. If cash consideration is distributed from the escrow in a year after the year in which Merger I closes and assuming the installment sale method is applicable, gain with respect to the cash distributed from the escrow would be recognized only in the year the escrowed funds are distributed.

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If the installment method applies, a portion of any cash distributed to TogetherSoft stockholders from the escrow may be deemed to be interest income. The interest amount would equal the excess of the amount received over its present value at the effective time of Merger I, calculated using the short-term applicable federal rate (the “AFR”) as the discount rate. The AFR is a rate reflecting an average of market yields on Treasury debt obligations that is published monthly by the IRS. Although not free from doubt, the amount so treated should be reduced (but not below zero) by the amount of any income earned by the escrowed cash that is taxable to the TogetherSoft stockholders. Any such amount treated as interest will be ordinary income and will not be treated as merger consideration.

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If you recognize a gain in Merger I but the installment method does not apply (or if you elect out of the installment sale method) with respect to the escrowed cash, you would report the entire amount of your gain, up to the amount of non-stock consideration in the year in which Merger I is consummated. The amount attributed to the escrow in such circumstances would likely be its

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The installment sale method would not apply with respect to a TogetherSoft stockholder who recognizes a loss on the exchange of TogetherSoft shares in Merger I. Such TogetherSoft stockholders would report all the merger consideration, including the amount held in escrow, as received in the year in which the Merger I closes. Although not free from doubt, the amount attributed to the escrow in such circumstances will likely be based on its estimated present value as of the time of Merger I, based on such factors as the likely amount to be received by the TogetherSoft stockholders, possible claims against the escrow, the income to be earned by the escrow and the application of a time value of money discount factor.

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The installment sale method would not apply with respect to the cash placed in the Secondary Escrow Fund to reimburse the fees and expense of the Primary Stockholder’s Agent. Instead, this cash will be taxable to the TogetherSoft Stockholders as if it were received by them at the closing of Merger I.

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You are urged to consult with your own tax advisor concerning the taxation of any consideration held in or distributed from the escrow, including eligibility for, and the application of, the installment method.

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If you made a valid and timely election under Section 83(b) of the Code (an “83(b) Election”) when you received your unvested TogetherSoft capital stock, it is not entirely clear whether a new 83(b) Election is required or permitted in connection with your receipt of unvested Borland common stock in Merger I. You should consult with your tax advisor concerning the availability and advisability of a new 83(b) Election for such unvested Borland common stock.

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While not free from doubt, the receipt of unvested Borland common stock and cash in exchange for unvested TogetherSoft capital stock for which you made a valid and timely 83(b) Election should be subject to the same rules discussed above under “Federal Income Tax Consequences If the Mergers Qualify As a Reorganization,” or as discussed below under “Federal Income Tax Consequences If the Mergers Do Not Qualify As a Reorganization,” depending on whether the Mergers, taken together, qualify as a reorganization. In addition, because the unvested Borland common stock and cash will be held in escrow pending your vesting in such stock and cash, the rules described above under “Escrowed Cash and Shares” generally should apply, including, without limitation, the rules treating a portion of escrowed cash as imputed interest taxable as ordinary income.

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If you did not make a valid and timely 83(b) Election when you received your unvested TogetherSoft capital stock, a new 83(b) Election generally will not be permitted with respect to unvested Borland common stock received in Merger I. Moreover, the rules described herein

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*

denotes less than 1%

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of TogetherSoft common stock and TogetherSoft Series B

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Preferred Stock subject to TogetherSoft Options or TogetherSoft Warrants that are currently exercisable or exercisable within 60 days of September 30, 2002 are deemed to be outstanding and to be beneficially owned by the person holding such TogetherSoft Options or TogetherSoft Warrants for the purpose of computing the percentage ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. TogetherSoft’s stock option agreements all provide for the “early exercise” of the shares subject to the TogetherSoft Option. Consequently, an holder of the TogetherSoft Option may exercise 100% of the shares subject to the TogetherSoft Option, whether or not vested. As a result, the percentage ownership of shares of any person as shown in the table does not necessarily reflect the person’s actual voting power at any particular date.

(2)

Based on 6,250,316 shares of TogetherSoft common stock outstanding as of September 30, 2002.

(3)

Based on 31,321,048 shares of TogetherSoft Series A Preferred Stock outstanding as of September 30, 2002.

(4)

Based on 9,604,878 shares of TogetherSoft Series B Preferred Stock outstanding as of September 30, 2002.

(5)

Assumes conversion of all outstanding TogetherSoft Series A Preferred Stock to TogetherSoft common stock on a one-to-one basis, and all outstanding TogetherSoft Series B Preferred Stock to TogetherSoft common stock on a one-to-0.5162 basis.

(6)

Includes 300,000 shares of TogetherSoft common stock, and a TogetherSoft Option to purchase 300,000 shares of TogetherSoft common stock at an exercise price of $1.00 per share, 191,667 of which are vested as of September 30, 2002.

(7)

Includes 300,000 shares of TogetherSoft common stock, and a TogetherSoft Option to purchase 100,000 shares of TogetherSoft common stock at an exercise price of $2.33 per share, 38,889 of which are vested as of September 30, 2002.

(8)

Includes 7,156,706 shares of TogetherSoft Series B Preferred Stock held by TA IX L.P., 1,789,177 shares of TogetherSoft Series B Preferred Stock held by TA/Atlantic and Pacific IV, L.P., 143,134 shares of TogetherSoft Series B Preferred Stock held by TA Investors LLC, and 57,254 shares of TogetherSoft Series B Preferred Stock held by TA Executives Fund LLC.

(9)

Includes a TogetherSoft Warrant to purchase 23,989 shares of TogetherSoft common stock held by TogetherSoft Investors and a TogetherSoft Warrant to purchase 155,927 shares of TogetherSoft common stock held by U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ ECM Fund I, LLC, two venture funds administered by U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇. The TogetherSoft Warrant exercise price is $1.00 per share.

(10)

Includes 302,057 shares and a TogetherSoft Warrant to purchase 642,744 shares of TogetherSoft Series B Preferred Stock held by U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ ECM Fund I, LLC; and 46,470 shares of TogetherSoft Series B Preferred Stock held by TogetherSoft Investors. The TogetherSoft Warrant exercise price is $2.1782 per share of TogetherSoft Series B Preferred Stock.

(11)

Includes a TogetherSoft Option to purchase 2,500,000 shares of TogetherSoft common stock at an exercise price of $1.00 per share, none of which are vested as of September 30, 2002.

(12)

Includes a TogetherSoft Option to purchase 200,000 shares of TogetherSoft common stock at an exercise price of $1.00 per share, none of which are vested as of September 30, 2002.

(13)

Includes a TogetherSoft Option to purchase 300,000 shares of TogetherSoft common stock at an exercise price of $2.33 per share, of which 166,667 shares are vested as of September 30, 2002.

(14)

▇▇. ▇▇▇▇ and his spouse each hold 50% of the shares in Object International, Inc. ▇▇. ▇▇▇▇ disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in Object International, Inc.

(15)

Includes a TogetherSoft Option to purchase 150,000 shares of TogetherSoft common stock at an exercise price of $2.33 per share, 79,167 of which are vested as of September 30, 2002, and a TogetherSoft Warrant to purchase 23,989 shares of TogetherSoft common stock at an exercise price of $1.00 per share.

(16)

Includes 24,058 shares of TogetherSoft Series B Preferred Stock beneficially owned by ▇▇. ▇▇▇▇▇▇▇ through TA Investors LLC, all of which shares are included in the 9,146,271 shares of TogetherSoft Series B Preferred Stock described in footnote (8) above. This amount does not include any shares of TogetherSoft Series B Preferred Stock beneficially owned by TA IX, L.P., TA/Atlantic and Pacific IV, L.P., or TA Executives Fund LLC, all of which ▇▇. ▇▇▇▇▇▇▇ disclaims beneficial ownership.

(17)

Includes a TogetherSoft Option to purchase 240,000 shares of TogetherSoft common stock at an exercise price of $2.33 per share, of which 93,333 shares are vested as of September 30, 2002, and a TogetherSoft Option to purchase 100,000 shares of TogetherSoft common stock at an exercise price of $1.00 per share, none of which are vested as of September 30, 2002.

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(18)

Includes a TogetherSoft Option to purchase 300,000 shares of TogetherSoft common stock at an exercise price of $2.33 per share, of which 158,333 shares are vested as of September 30, 2002, and a TogetherSoft Option to purchase 100,000 shares of TogetherSoft common stock at an exercise price of $1.00 per share, none of which are vested as of September 30, 2002.

(19)

Includes a TogetherSoft Option to purchase 240,000 shares of TogetherSoft common stock at an exercise price of $2.33 per share, none of which are vested as of September 30, 2002, and a TogetherSoft Option to purchase 150,000 shares of TogetherSoft common stock at an exercise price of $1.00 per share, none of which are vested as of September 30, 2002.

(20)

Includes a TogetherSoft Option to purchase 200,000 shares of TogetherSoft common stock at an exercise price of $1.00 per share, none of which are vested as of September 30, 2002.

(21)

Includes a TogetherSoft Option to purchase 100,000 shares of TogetherSoft common stock at an exercise price of $2.33 per share, none of which are vested as of September 30, 2002, and a TogetherSoft Option to purchase 700,000 shares of TogetherSoft common stock at an exercise price of $1.00 per share, all of which are vested as of September 30, 2002.

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do not vote in favor of the adoption of the Merger Agreement;

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make a written demand to TogetherSoft not later than 20 days after TogetherSoft mails you the notice of special meeting of TogetherSoft stockholders, which is part of this Information Statement. Please note that the 20-day time period begins on the date the notice was mailed, not on the date you receive it. In your written demand to TogetherSoft, include your name and mailing address and that you are demanding appraisal of your stock. Even if you vote against the adoption of the Merger Agreement or you give a proxy to someone directing a vote against the adoption of the Merger Agreement, you must still make the written demand to TogetherSoft as described above in order to exercise your appraisal rights; and

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continuously hold the shares of TogetherSoft capital stock for which you seek appraisal from the date of demand through the effective time of Merger I.

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