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Filed by Aspect Development, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Aspect Development, Inc. Commission File No: 000-20749
Information Presented on the Website for Aspect Development, Inc.
Regarding Aspect's Merger with i2 Technologies, Inc.
April 24, 2000
Aspect-i2 Merger Q&A
BUSINESS IMPACT
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MARKET PROJECTIONS
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MERGING THE ORGANIZATIONS
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PARTNERSHIPS
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BUSINESS IMPACT
How did this come about?
Both companies have noticed over the past year how synergistic our businesses
have become, how working together we span the new B2B e-commerce space and
provide a comprehensive solution for companies. We began a relationship, as you
recall, back in October when we signed a strategic partnership agreement to
marry i2's PLM product with Aspect's eDesign. It quickly became apparent to both
company's management teams that we could accomplish much more by working
together for example, by integrating Aspect's strategic sourcing solution with
i2's procurement offering; and, by bringing in Aspect's broad content to quickly
scale the TradeMatrix portals. In addition, it has been clear for a while that
both companies share a common belief in maximizing the value delivered to our
customers by our solutions, as an over-arching product design and delivery
philosophy. We began talking of a much more serious merger only a few weeks ago,
and it fell into place quickly.
How much are you raising your estimates for the remainder of the year?
We haven't started that business analysis yet.
What impact on earnings do you expect this acquisition to have and how will you
account for it?
We haven't started that business analysis yet.
What about Q1? Will this news slow down Q1 or Q2 results for either company?
Enhance them?
We hope that these activities will not have a negative impact on our business
results. Both companies are in a very strong position, and the merger will only
strengthen what we have individually. We don't expect this to have material
affect on those results. On the contrary, we are already engaged with several
common customer prospects which may benefit by combining our efforts and
solutions.
Do you expect the recent rumblings of interest rate hikes and possible economic
slowdown to hurt your business?
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We haven't seen any evidence of that so far. The demand for our products
continues to be very strong.
How will this affect profitability and EPS in the next six months? Year?
This is being analyzed at this time. However, we do not expect a significant
negative impact on earnings.
Aspect solutions run on the Explore platform. Will Explore continue to be the
platform for Aspect applications, or will it be replaced by i2's technology?
We do not expect to shift Explore-based solutions to a fundamentally new
platform. The i2 TM solutions are based around open standards.
MARKET PROJECTIONS
How do you expect joint customers to react to this news?
Very favorably. This will only enhance how well the systems work together. In
fact, for the past few months several customers have requested further
integration of our efforts and solutions.
How do you expect Aspect customers to react?
Because we will be running Aspect as an independent business and continuing to
enhance our products and services with even more resources we think they'll be
very happy with this merger.
i2 claims 650 customers. Aspect claims 180. How many customers are overlapping
between the two companies?
We haven't done the analysis yet, but we would expect around half of Aspect's
customers are also i2 customers. In general, this allows us to provide deeper
industry and functional domain expertise to a broader customer base. It is clear
that there is opportunity to sell expanded solutions to ALL of our customers,
joint or not particularly in light of the demand for Exchange solutions.
Who do you now consider to be your biggest competitor?
At the moment, we don't believe that any company has the bandwidth or
completeness of solution to compete with us effectively on all fronts. Certainly
we will have competitors for various pieces of the solution from traditional
supply chain to e-procurement, to Exchange solutions. But no one yet has the
full complement of software for the corporation, content, and expertise that
these combined companies will have.
Aspect has been successful in getting into Exchange deals and partnerships
because of its content. Do you see that changing as a result of this merger?
No, it continues to be a key part of an overall Exchange solution, and one that
i2 will be maximizing.
What about InfiniteSupply? Will this affect plans to spin off this subsidiary?
No plans have changed. The Infinite Supply business will continue to develop as
an independent Aspect subsidiary with a potential spin-off later this year.
MERGING THE ORGANIZATIONS
How will the organizations be combined?
At this time the plan is to keep the vast majority of the current Aspect
organizations and locations intact. Detailed plans will be developed and
communicated in accordance with legal and SEC
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guidelines for completing the merger.
How quickly do you expect the organization to be assimilated?
We have similar businesses and organization structures, and have been working
together on many fronts over the past several months. For example, both of our
sales organizations are aligned along similar industry vertical lines. We expect
that when integration occurs, it will go quite smoothly.
How will this affect plans for TradeMatrix?
It will strengthen our offering and our ability to create solutions for various
markets. Aspect's ability to manage content in addition to their strength in
strategic sourcing and operations will make our offering even more compelling.
Will the products be integrated and sold as a complete suite? By when?
We are already integrating several of our products, including content products
and the already announced joint PLM solution. We will continue to identify and
deliver high-value integration between our products.
How will development priorities be set across the full product line?
We are both focused on developing the highest-value B2B solutions in the market.
Our development teams will continue to be managed and directed as today.
However, in addition we will jointly align around a few selected strategic
areas.
How do you expect various investments for product development to shift as a
result of this acquisition? In other words, which projects are considered
strategic, and which would you expect to be overlapping, or not as relevant?
We do not see much, if any overlap between our product lines. Rather, this will
help accelerate development of more powerful TM solutions.
This will be one of the largest software mergers in history. What makes you
think you can make it successful?
This merger makes sense on so many levels. We have similar approaches to the
market. We have synergistic products. We have similar cultures. We even share
many of the same strategic partners. Obviously there are many details yet to
work out, but we expect to be able to do this quickly. This entire deal has come
together amazingly quickly because of that.
Will the organizations mesh culturally?
We think so.
Will you still be hosting Aspect's Summit? If so, why would people come?
Yes, we still plan to host Summit. In fact, i2 is a Platinum sponsor of the
event. Remember, this is an executive conference, not a trade show or user
group. Executives are coming because they want to hear from their peers what
they are doing to make their companies more profitable. This merger certainly
doesn't change that. If anything, I think they'll want to come to learn from
their peers, and see how this merger will affect the market overall.
PARTNERSHIPS
What does this mean for your partnerships with IBM? Don't you both have a
strategic alliance?
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Yes, we both have a strategic partnership with IBM, and expect that will be
enormously enhanced by our merger. For example, Aspect and i2 can now both gain
access to IBM's deep services team and middleware solutions to speed the
creation of high-value B2B exchanges on a massive scale.
What about Ariba?
Nothing has changed among the three companies. We continue to believe that
Ariba's B2B transaction platform complements the Aspect/i2 solutions by adding
rich requisitioning and purchase order processing capabilities for operating
resources. Aspect has been working to integrate our content and decision support
solutions with Ariba's platform, and this will likely continue.
What about Aspect's existing agreement with SAP?
We've seen a waning influence of SAP over the past year, especially in the B2B
e-commerce space. Although we haven't yet had formal conversations with SAP
executives, we expect that that trend will likely continue.
Commerce One?
Just as with Ariba, we believe CommerceOne's global trading platform complements
to the Aspect/i2 solution by adding a requisitioning and purchase order
processing platform for B2B eCommerce. We believe that CommerceOne customers
will multiply their economic benefits by many-fold by also choosing the
Aspect/i2 products. Aspect plans to continue to support the terms of the
recently announced alliance with Commerce One.
What about your investments in ChipCenter?
That will continue as a separate business entity, and our company will continue
to have its investment stake.
Will this affect your relationship with Cahners and Manufacturing Net?
We don't expect this to materially affect our relationship in any way.
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Caution Concerning Forward-Looking Statements
The materials presented on and linked to Aspect's website contain certain
statements that are based on Aspect's present expectations of future events.
These statements are "forward-looking statements" within the meaning of the
safe-harbor provisions of the U.S. federal securities laws. These forward-
looking statements are subject to risks and uncertainties that could cause
actual results or outcomes to differ materially from those contemplated by
present expectations. Factors that could cause or contribute to such
differences include, but are not limited to, risks relating to: the consummation
of the contemplated merger between Aspect and i2 Technologies, such as the risk
that the companies may not obtain the required regulatory clearances or
stockholder approval in a timely manner or at all; the timing and successful
completion of technology and product development efforts; integration of the
technologies and businesses of Aspect and i2; unanticipated expenditures; and
changing relationships with customers, suppliers and strategic partners.
These and other risks associated with the businesses of Aspect and i2 that may
affect their operating results are described in the most recent Form 10-Q, most
recent Form 10-K and other periodic reports filed by Aspect and i2 with the
Securities and Exchange Commission.
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Additional Information About the Aspect-i2 Merger
Aspect and i2 expect to mail to stockholders of Aspect and i2 a Joint Proxy
Statement/Prospectus containing information about Aspect, i2 and the merger. In
connection with the merger, i2 plans to file a Registration Statement on SEC
Form S-4. Investors and security holders are urged to read the Registration
Statement and the Joint Proxy Statement/Prospectus carefully when they become
available.
Aspect will be, and certain other persons may be, soliciting proxies from Aspect
stockholders in favor of the adoption of the merger agreement. The directors
and executive officers of Aspect and the directors and executive officers of i2
may be deemed to be participants in Aspect's solicitation of proxies.
Information regarding the participants in the solicitation and a description of
certain interests the directors and executive officers of Aspect have in the
merger, by security holdings or otherwise, is contained in the document filed
with the SEC by Aspect pursuant to Rule 425 on April 7, 2000.
How to Obtain Documents from the Securities Exchange Commission
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In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Aspect and i2 file annual, quarterly and other periodic
reports, proxy statements and other information with the SEC. You may obtain
free copies of these documents, as they are filed, through the website
maintained by the SEC at http://www.sec.gov.
You may read and copy any reports, statements or other information filed by
Aspect or i2 with the SEC at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms
in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-
0330 for further information on the public reference rooms. Aspect's and i2's
filings with the SEC are also available through commercial document-retrieval
services.
How to Obtain Documents from Aspect
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Free copies of the Joint Proxy Statement/Prospectus and other documents, when
they become available, may also be obtained from Aspect by directing a request
through the Investors Relations portion of Aspect's website at
http://www.aspectdv.com or by mail to Aspect Development, Inc., 1395 Charleston
Rd., Mountain View, CA 94043, attention: Investor Relations, telephone: 650-428-
2700.
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