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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
SOURCE: Aspect Development, Inc.
Monday March 13, 6:50 am Eastern Time
Joint Press Release
SOURCE: Aspect Development, Inc.
i2, Aspect Development Announce Largest Merger in History
of Software Industry
$9.3 Billion Stock Transaction Creates B2B Marketplace Powerhouse
DALLAS, Texas and MOUNTAIN VIEW, Calif., March 13 /PRNewswire/ -- i2
Technologies, Inc. (Nasdaq: ITWO -news), the leading provider of intelligent
eBusiness solutions, and Aspect Development, Inc. (Nasdaq: ASDV - news), the
global leader in collaborative solutions for business-to-business (B2B)
marketplaces, today announced a definitive agreement to merge. The $9.3 billion
stock-for-stock deal is the largest in the history of the software industry. It
combines the strengths of two companies with proven track records to expand the
TradeMatrix(TM) B2B marketplace solution and rapidly deliver best-of-breed
eCommerce content, product design collaboration and direct procurement.
The company estimates that the combined revenues of i2 and Aspect in 2000 will
make it the largest provider of software and content for B2B. With 4,000
employees and a research and development budget of nearly $1 million per
business day, the combined company has by far the largest base of technology and
expertise to meet customers' needs and expectations.
Under the agreement, i2 will acquire all of the outstanding stock and stock
options of Aspect. Each outstanding share of Aspect will be exchanged at a ratio
of .55 share of i2 common stock for each share of Aspect stock, taking into
account Aspect's 2 for 1 stock split that became effective today. The exchange
ratio represents a 35 percent premium to Aspect's closing stock price on March
10, 2000. Aspect shareholders will own approximately 18 percent of the combined
company. For the transaction, i2 will issue or reserve for issuance
approximately 44.9 million shares of i2 common stock. Based upon i2's closing
price on March 10, the total value of
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the transaction is approximately $9.3 billion, taking into account all
outstanding stock and stock options of Aspect.
At closing, Aspect will become a subsidiary of i2 with Romesh Wadhwani, Aspect
chairman and CEO, becoming vice chairman of i2 and a member of i2's Board of
Directors.
"The merger will create a B2B marketplace powerhouse with unmatched solution
breadth and depth of functionality, unparalleled content, and a laser-focus on
value creation," said Sanjiv Sidhu, chairman and CEO, i2. "Already, the two
companies have delivered $10 billion in value to customers."
In addition, i2 entered into a definitive agreement to acquire Supplybase Inc.,
a leading provider of solutions for web-based product design and sourcing of
custom parts and assemblies. Supplybase delivers content about more than 100,000
suppliers. Under the agreement, i2 will issue or reserve for issuance
approximately 1.8 million shares of i2 common stock, valued at approximately
$380 million, for all of the outstanding stock and stock options of Supplybase.
The transactions are expected to be neutral to 2000 cash earnings and accretive
to 2001 cash earnings.
Merger Builds on Common Vision and Extends TradeMatrix Solution
i2, Aspect and Supplybase share a common vision for the next generation of
eMarketplaces. TradeMatrix provides a complete solution for marketplaces that
spans all of the important B2B processes, from product design, to procurement,
planning, fulfillment, delivery, and customer care. As a result of the merger
the expanded solution will enable intelligent commerce in direct materials used
in making products as well as equipment and supplies used to keep plants
running. The increased functionality, from design collaboration to strategic
sourcing for direct materials will help trading partners reduce their
inefficiencies by leveraging combined spend, collaborating in product
development and eliminating excess inventory.
"These deals advance i2's aggressive strategy to accelerate the development of
solutions that will continually increase value to TradeMatrix users from concept
to customer," said Sanjiv Sidhu, i2 chairman and CEO. "The integration of
these three best-of-breed companies will multiply the value of eProcurement."
"Our combined company has the most complete vision for the eMarketplaces,"
said Romesh Wadhwani, Aspect chairman and CEO. "We have the scale that global
trading partners need and the best B2B technology platform available today."
Aspect is the established market leader for design collaboration, direct
procurement and content, enabling companies to effectively manage the mission-
critical parts and supplies used in design and operations, which represents
approximately 75 percent of the procurement spend. Aspect's eCommerce content
provides information on more than 17 million standard products and supplies used
in business today which is collected and maintained in an easy-to-search
database and has effectively become the 'fuel' for e-Commerce. This rich content
solution enables companies to quickly find the right materials and supplies, at
the right price and time, to run their businesses effectively.
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"Customers are the big winners in this merger," said Dennis Stradford, CEO,
Supplybase. "We think customers will want to make our platform their standard
for B2B."
Customers of the combined company represent 400 of the world's largest
manufacturers and $4 trillion in planned purchases in such industries as high-
tech, automotive and industrial equipment, aerospace and defense, chemical,
consumer goods and retail, electronics and utilities.
Together the companies will:
-- Help companies reduce their spending on direct components used in
products and indirect materials and supplies.
-- Enable companies to increase revenues through faster development of new
products by enhancing collaboration inside the enterprise and with
trading partners.
-- Allow customers to rapidly search for and compare parts and components
from the world's largest repository of 17 million products and more
that 100,000 suppliers, promoting part/design re-use and allowing
manufacturers to consolidate suppliers.
-- Help businesses work more intelligently with their partners, suppliers,
service suppliers and customers to conduct business together in real
time, and to make more profitable decisions by effectively managing all
their business processes including procurement, fulfillment, product
development, and customer care.
-- Expand their sales force and direct channel.
-- Accelerate innovation in B2B and business-to-consumer (B2C) eCommerce
development.
The merger with Aspect will be accounted for as a purchase transaction and is
expected to be tax-free to Aspect's shareholders. The agreement has been
unanimously approved by both companies' Boards of Directors and is subject to
approval by both i2 and Aspect shareholders. Certain of the officers and
directors of both companies have agreed to vote their shares in favor of the
transaction. The closing of the transaction is subject to customary conditions,
including obtaining necessary regulatory approvals.
The acquisition of Supplybase will be accounted for as a purchase transaction
and is expected to be tax-free to Supplybase's shareholders. The agreement is
subject to approval by Supplybase's shareholders; however, certain of
Supplybase's officers and directors have agreed to vote their shares in favor of
the transaction. The closing of the transaction is subject to customary
conditions.
The transactions will result in substantial one-time charges along with ongoing
substantial amortization of intangibles.
About i2
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i2 is the leading global provider of intelligent eBusiness solutions. Founded in
1988, i2's vision is to add $50 billion of value for its customers by the year
2005. i2 is headquartered in Dallas, has approximately 3,000 employees and
maintains offices worldwide. For additional information, visit i2 at www.i2.com.
TradeMatrix is a comprehensive electronic business solution that enables
companies to deploy business-to-business and business-to-consumer portals.
TradeMatrix offers the broadest spectrum of solutions and hosted services
available including procurement, commerce, fulfillment, customer care, retail,
planning and product development enabling customers, partners, suppliers and
service providers to conduct business in real-time.
TradeMatrix services and marketplaces are powered by i2's advanced optimization
and execution capabilities for improved decision-making.
NOTE: i2 is a registered trademark of i2 Technologies, Inc. TradeMatrix is a
service mark of i2 Technologies, Inc.
About Aspect Development
Aspect, headquartered in Mountain View, CA, is the leading global provider of
collaborative solutions for business-to-business B2B eCommerce and inbound
supply for the enterprise and its trading partners. Aspect solutions provide
decision support and content for procurement, product development, operations,
eCommerce, and marketplaces. Aspect delivers the largest value proposition of
any B2B eCommerce solution by reducing production and non-production/MRO spend
and increasing revenue and market share by accelerating new product
introduction. More than 180 of the world's largest companies, with combined
annual revenue of $1 trillion and $500 billion in annual inbound supply spend,
are all customers of Aspect. For further information on Aspect, visit at
www.aspectdv.com.
About Supplybase
Supplybase, headquartered in San Francisco, CA, is the leader in providing web-
based solutions that integrate products, content, and services to optimize the
development and sourcing of customer parts and assemblies. Supplybase customers
include high-tech manufacturers of computer systems and peripherals,
electronics, medical devices, and telecommunications systems. For more
information, visit http://www.supplybase.com.
Additional Information and Where to find It
i2 Technologies plans to file a Registration Statement on SEC Form S-4 in
connection with the merger, and i2 and Aspect expect to mail a Joint Proxy
Statement/Prospectus to stockholders of i2 and Aspect containing information
about the merger. Investors and security holders are urged to read the
Registration Statement and the Joint Proxy Statement/Prospectus carefully when
they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about i2, Aspect, the
merger and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by
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the U.S. Securities and Exchange Commission at http//www.sec.gov. Free copies of
the Joint Proxy Statement/Prospectus and these other documents 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.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, i2 and Aspect file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by i2 or Aspect at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at any of the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. i2's and Aspect's filings with the Commission are also available to the
public form commercial document-retrieval services and at the Web site
maintained by the Commission at http://www.sec.gov.
Aspect, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Aspect stockholders in
favor of the adoption of the merger agreement. A description of any interests
that Aspect's directors and executive officers have in the merger will be
available in the Joint Proxy Statement/Prospectus.
Cautionary Language:
This news release contains forward-looking statements that involve risks and
uncertainties that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, risks
relating to the consummation of the contemplated merger, including the risk that
required regulatory clearances or stockholder approval might not be obtained in
a timely manner or at all. In addition, statements in this press release
relating to the expected benefits of the contemplated mergers are subject to
risks relating to the timing and successful completion of technology and product
development efforts, integration of the technologies and businesses of i2,
Aspect and Supplybase, unanticipated expenditures, changing relationships with
customers, suppliers and strategic partners and other factors described in the
most recent Form 10-Q, most recent Form 10-K and other periodic reports filed by
i2 and Aspect, with the Securities and Exchange Commission.
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