Indus, TSW Agree to $280-Million Merger

Closely held TSW International Inc. of Atlanta said it will merge to create a new computer networking software company that will be 54% controlled by shareholders of San Francisco-based Indus and 46% controlled by TSW holders. Based on the recent trading price of Indus, the companies value the transaction at about $280 million. Robert Felton, Indus’ chief executive, will be chairman and chief executive of the new company. The transaction, which is subject to shareholder approval, is expected to be completed within 90 days. Holders of more than 50% of the voting stock of each company have agreed to vote in favor of the combination, the companies said. TSW has a similar line of products and services as Indus, which sold 3.5 million shares at $15 each in an initial public offering in February 1996. Indus’ shares fell 75 cents to close at $15 on Nasdaq, after reaching a three-month high of $21.125 on March 5.