Nov. 5, 2009 (PR Newswire) -- ISLANDIA, N.Y., Nov. 5 /PRNewswire-FirstCall/ -- CA, Inc. (Nasdaq: CA) today announced that its Board of Directors has unanimously adopted a Stockholder Protection Rights Plan to replace the Company's existing Rights Plan, scheduled to expire on November 30, 2009. The new Rights Plan was not adopted in response to any specific effort to acquire control of the Company and is not intended to prevent a takeover at a full and fair price.

The Company's new Rights Plan is substantially similar to the existing Rights Plan, which was voted on and received the favorable support of CA's stockholders in 2007. In order to address the corporate governance issues that are generally associated with rights plans, CA will ask its stockholders to vote on its new plan at its 2010 Annual Meeting.

"CA believes this Rights Plan strikes an appropriate balance between empowering the Board of Directors to use a Rights Plan to increase its negotiating leverage to maximize stockholder value and the current best practices in corporate governance that give stockholders a voice in the process," said Bill McCracken, executive chairman of the Board of Directors.

In connection with the adoption of the new Rights Plan, the Company declared a dividend of one right on each outstanding share of CA's common stock. The dividend will be paid on December 1, 2009 upon the expiration of CA's existing Rights Plan to stockholders of record on November 16, 2009.

In general terms, and as in the existing Rights Plan, the rights are not exercisable until such time as an acquiring person becomes the beneficial owner of 20 percent or more of the common stock of CA after the date hereof. The "Qualifying Offer" provision of the Rights Plan establishes a process by which stockholders holding at least 10 percent of the outstanding shares may call a special meeting at which all stockholders could vote on whether to exempt a Qualifying Offer from the Rights Plan, while also providing CA's Board with the time and opportunity to attract and secure potentially value-maximizing alternatives to an unsolicited takeover offer.

Additional details and a copy of the new Rights Plan are included in a Report on Form 8-K filed today with the Securities and Exchange Commission.

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About CA

CA (Nasdaq: CA), the world's leading independent IT management software company, helps customers optimize IT for better business results. CA's Enterprise IT Management solutions for mainframe and distributed computing enable Lean IT--empowering organizations to more effectively govern, manage and secure their IT operations.