BMC Software Adopts Stockholder Rights Plan

BMC Software, Inc.

today announced that its Board of Directors has unanimously adopted a stockholder rights plan and declared a dividend of one right on each outstanding share of the Company's common stock. The Rights Plan is designed to ensure that all stockholders of the Company receive fair and equal treatment in the event that an unsolicited attempt is made to acquire the Company. The Rights Plan is designed to provide the Board of Directors of the Company with sufficient time to consider any and all alternatives to such an action and does not prevent the Board from considering or accepting an offer if the Board believes such action is fair, advisable and in the best interests of the Company's stockholders. The Board of Directors of the Company deemed it appropriate and prudent to adopt the Rights Plan at this time. The Rights Plan will expire on May 11, 2013 unless renewed by the Board of Directors of the Company. Pursuant to the Rights Plan, the Company is issuing one preferred stock purchase right for each share of common stock outstanding at the close of business on May 24, 2012. Initially, these rights will not be exercisable and will trade with the shares of the Company's common stock.