QUEST SOFTWARE INC

election_required = True...proration? If you beneficially own fewer than 100 shares of our common stock, in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them prior to the expiration date for the tender offer and you complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery, we will purchase all of your shares of our common stock without subjecting them to the proration procedure. See Section 1. What is the market price of my shares as of a recent date? As of June 1, 2009, the last full trading day before the public announcement of the commencement of...

expiry = 2009-06-30...r Cash by QUEST SOFTWARE, INC. Up to 10,715,000 Shares of its Common Stock at a Purchase Price not Greater Than $14.00 nor Less than $12.50 per Share The Offer, Proration Period and Withdrawal Rights Expire at 5:00 P.M., New York City Time, on June 30, 2009, Unless the Offer is Extended. Quest Software, Inc., a Delaware corporation, sometimes referred to herein as Quest, is offering to purchase from its stockholders, for cash, up to 10,715,000 shares of its common stock, no par value. We refe...

listed = True...est at any time, in its sole discretion, prior to the expiration date. Any determination or judgment by Quest concerning the events described above will be final and binding on all parties. 8. PRICE RANGE OF SHARES Price Ranges of Shares. Quest’s common stock is listed on the NASDAQ Global Select Market under the symbol “QSFT.” The following table shows the high and low sale prices per share of our common stock as reported on the NASDAQ Global Select Market for the periods indicated: High Low Fiscal 2007 First Quarter $ 17.08 $ 13.98 Second Quarter $ 17.72 $ 15.87 Third Quarter $ 17.25 $ 13.58 Fourth Quarter $ 18.87 $ 15.52 Fiscal 2008 First Qua...

mechanism = DUTCH...forma basis after giving effect to the tender offer and assuming that we borrow $80.0 million of the consideration to finance the tender offer, and assuming the purchase by us of 10,715,000 shares at a purchase price of $14.00 per share (the high point of the modified Dutch auction range), we would have had $80.0 million of long-term debt outstanding and stockholders’ equity of approximately $732.1 million. 11 Table of Contents Our substantial indebtedness could have important consequences to our stockholders, such as: • requiring us to dedicate a substantial portion of our cash flow from operations to payments on...

mechanism = DUTCH...or Immediate Release Editorial Contact: Daphne Kent 614-726-4787 daphne.kent@quest.com Investor Contacts: Thomas Patterson 949-754-8336 thomas.patterson@quest.com Stephen Wideman 949-754-8142 stephen.wideman@quest.com QUEST SOFTWARE ANNOUNCES FINAL RESULTS OF MODIFIED DUTCH AUCTION TENDER OFFER ALISO VIEJO, Calif., July 7, 2009 – Quest Software, Inc. (Nasdaq: QSFT) today announced the final results of its previously announced modified “Dutch Auction” tender offer, which expired at 5:00 P.M., New York City Time, on Tuesday, June 30, 2009. Quest has accepted for purchase 6,850,871 shares in the tender offer, at a pri...

must_tender_all = True...t for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the expiration date for the tender offer, we will purchase shares: first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the purchase price and do not properly withdraw them before the expiration date for the tender offer; second, from all other stockholders who properly tender shares at or below the purchase price and do not properly withdraw them before the applicable expiration date, on a pro rata basis (except for stockholders who tendered...

price = USD 12.5-14.0...kholders are urged to obtain current market quotations for their shares. 9. SOURCE AND AMOUNT OF FUNDS Assuming that 10,715,000 shares are purchased in the tender offer at a price between $12.50 and $14.00 per share, the aggregate purchase price for the shares purchased in the tender offer will be between $133,937,500 and $150,010,000. We anticipate that we will pay for the shares tendered in the tender offer and accepted by us, an...

threshold = 100...he purchase price. Odd Lots. The term “Odd Lots” means, with respect to the shares of our common stock, all shares properly tendered prior to the applicable expiration date at prices at or below the purchase price and not properly withdrawn by any person (an “Odd Lot Holder”) who beneficially owned fewer than 100 shares, as the case may be, and so certified in the appropriate place in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. To qualify for the odd lot preference with respect to the tender offer, an Odd Lot Holder must tender all shares of our common stock, as applicable, owned by the Odd Lot Holder in accordanc...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE FOR CASH, DATED JUNE 2, 2009 Offer to Purchase for Cash, dated June 2, 2009 Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by QUEST SOFTWARE, INC. Up to 10,715,000 Shares of its Common Stock at a Purchase Price not Greater Than $14.00 nor Less than $12.50 per Share The Offer, Proration Period and Withdrawal Rights Expire...

txn_type = TENDER_OFFER...on what works best, Quest helps more than 100,000 customers worldwide meet higher expectations for enterprise IT. Quest can be found in offices around the globe and at www.quest.com. Additional Information and Where to Find It This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Quest. Quest has filed tender offer materials with the SEC, including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents are available to all Quest stockholders...