Edgar Filing: SERENA SOFTWARE INC

Soliciting Material Pursuant to 240.14a-12

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

x	Soliciting Material Pursuant to §240.14a-12

SERENA SOFTWARE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

This filing consists of information presented to the Company’s customers regarding the proposed merger.

Serena Customer Update

Mark Woodward, President and CEO

November 11, 2005

Some important news from Serena!

Serena to be acquired by Silver Lake for $1.2 billion+, financed

combination of debt and equity

Stockholders to receive $24.00 in cash per share and convertible

notes to be exchanged at same price on an as-converted to common

stock basis

Transaction expected to close during Q1 FY07, subject to

shareholder approval, regulatory approvals and other customary

closing conditions, including receipt of debt financing

No expected changes to Serena products, services, management

team, organizational structure or strategy

Enables Serena greater flexibility in executing our Change

Governance vision

What does this mean to customers?

Expect same winning team to serve you

Ongoing commitment and investment in products and services

Increased flexibility in meeting your long-term needs

All agreements to remain in force

Gaining a world-class partner

Who is Silver Lake Partners?

World’s preeminent private equity firm focused

exclusively on technology

Major new partner with a shared commitment to build the

company

–

Maximize potential of opportunities ahead

–

Gain access to world class expertise, resources and network

Committed to the Serena vision, markets and technology

Backing up their belief by making substantial investment

in Serena’s future

•

Leading pure-play online brokerage

$900 million

~$65 billion combined revenues, ~270,000 combined employees in 100+ countries

Annual

Revenues

•

Leading disc drive maker

$6.0 billion

•

Leading electronics manufacturing services (EMS) provider

$16.0 billion

•

Leading provider of enterprise and mass markets voice and data

communications services

$23.0 billion

(B)

Company Description

•

Leading business intelligence software provider

$1.0 billion

Portfolio

Company

(a)

$850 million

•

Leading provider of IT research products

Silver

Lake

has

invested

dynamic

companies

operating

globally

critical

sectors

the

technology economy

(a)

Pending transaction

(b)

Former portfolio companies

•

Leading provider of network and application management solutions

$200 million

•

Leading provider of electronic trading solutions and execution services

$400 million

(a)

•

Leading provider of product lifecycle management (PLM) solutions

$1.0 billion

$3.6 billion

•

Leading provider of software and processing solutions for financial

institutions and of information availability services

$9.0 billion

•

Leading provider of digital media services for media companies

•

Leading U.S. electronic stock exchange

$600 million

(formerly Agilent SPG)

$2.0 billion

(a)

•

Leading supplier of advanced semiconductor components, modules,

and subsystems

When will everything take place?

Serena and Silver Lake have signed a definitive agreement

Target deal closing is Q1 FY07

Proxy statement to all shareholders

Certain regulatory approvals are required

–

Clear HSR

–

Proxy review by SEC

Shareholder meeting and vote on approval of transaction

Questions?

Additional Information and Where to Find It

In connection with the proposed merger, Serena will file a proxy

statement with

the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS

ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT

BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT

INFORMATION. Investors and security holders may obtain a free copy of the proxy

statement (when available) and other documents filed by Serena at the Securities and

Exchange Commission’s Web site at http://www.sec.gov . The proxy statement and

other relevant documents may also be obtained for free from Serena by directing such

request to Serena Investor Relations, 2755 Campus Drive, 3rd Floor, San Mateo,

California 94403-2538, USA, telephone: (650) 522-6600.

Serena and its directors, executive officers and certain other members of its

management

and

employees

may

deemed

participants

the

solicitation

proxies from its stockholders in connection with the proposed merger. Information

regarding

the

interests

such

directors

and

executive

officers

included

Serena’s

Proxy Statement for its 2005 Annual Meeting of Stockholders filed with the Securities

and Exchange Commission on May 24, 2005, and information concerning all of

Serena’s

participants

the

solicitation

will

included

the

proxy

statement

relating

the

proposed

merger

when

becomes

available.

Each

these

documents

is, or

will

be,

available

free

charge

the

Securities

and

Exchange

Commission’s

Web

sit

e at http://www.sec.gov

and from Serena Investor Relations, 2755 Campus Drive, 3rd

Floor, San Mateo, California 94403-2538, USA, telephone: (650) 522-6600.