Quest Software, Inc. (Nasdaq: QSFT) today announced its intent to commence a modified “Dutch Auction” tender offer for up to 9,656,000 common shares or approximately 9.1% of its common shares outstanding. Quest’s board of directors unanimously approved the tender offer. The purchase price will not be greater than $14.50 or less than $12.50 per share for a maximum aggregate purchase price of approximately $140 million. On November 5, 2008, the closing sale price on the NASDAQ Stock Market for Quest’s common stock was $13.32. The tender offer is expected to commence on or about November 7, 2008, and will remain open for at least 20 business days. Quest intends to fund this share repurchase using its available cash resources and marketable securities. As of September 30, 2008, Quest had approximately $372.4 million in cash, cash equivalents and short-term and long-term marketable securities. The offer will be subject to terms and conditions to be described in an offer to purchase to be filed with the Securities and Exchange Commission on the date the tender offer is commenced.

The repurchase will be made through a modified "Dutch Auction" tender offer in which shareholders will be given the opportunity to sell a portion or all of their shares to Quest and do so without incurring any brokerage fees or commissions.

Under the modified “Dutch Auction” format, Quest will select the lowest price within the stated range that will allow it to buy 9,656,000 shares of its common stock, assuming that a sufficient number of shares are tendered. If the number of shares tendered is greater than the number sought, purchases will be made on a pro rata basis from shareholders tendering at or below the purchase price. The actual purchase price will be determined through an auction mechanism and will be the single lowest price within the offer range at which Quest can purchase up to 9,656,000 shares of common stock. The offer is not conditioned on the receipt of outside financing or upon any minimum number of shares being tendered. Quest’s board of directors and its executive officers do not intend to participate in the tender offer, except for Vincent C. Smith, the Executive Chairman of the Board, who intends to tender 3,000,000 shares at $13.50.

MacKenzie Partners, Inc. will act as the information agent for the tender offer. The depositary will be Computershare Trust Company, N.A. Neither Quest, its board of directors, the information agent nor the depositary is making any recommendation to shareholders as to whether to participate in the tender offer.