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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
PRESS RELEASE [i2 LOGO] [ASPECT DEVELOPMENT]
i2 AND ASPECT DEVELOPMENT MERGER CLEARS FTC AND SEC HURDLES
Shareholder Vote Set for June 8, 2000 to Approve Merger
Supplybase Acquisition Completed
DALLAS, TEXAS AND MOUNTAIN VIEW, CALIF. - MAY 3, 2000 - i2 Technologies,
Inc. (NASDAQ: ITWO) and Aspect Development, Inc. (NASDAQ: ASDV) today announced
that two major barriers have been removed in completing the proposed acquisition
of Aspect by i2, originally announced on March 13, 2000. The Federal Trade
Commission granted early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act, effectively lending its approval to the
acquisition. Likewise, the SEC notified the companies of a "no review" decision
with respect to the registration statement filed by i2 on April 18, clearing the
way for shareholders to vote on the proposed acquisition. There are no other
regulatory approvals anticipated.
Under the terms of the proposed stock-for-stock transaction, i2 seeks to
acquire all of the outstanding stock and stock options of Aspect Development,
with each outstanding share of Aspect to be exchanged for .55 share of i2 common
stock. The proposed transaction will now proceed toward obtaining approval of
the stockholders of each company. Owners of i2 Technologies that were
shareholders of record on April 14, 2000 will have the opportunity to vote their
shares on June 8, 2000. Owners of Aspect Development stock that were
shareholders of record on May 1, 2000 will have the opportunity to vote their
shares also on June 8, 2000.
Combining the strengths of the two companies, i2's TradeMatrix(TM)
business-to-business (B2B) e-marketplace solution will be significantly expanded
with Aspect's best-of-breed e-commerce content, product design collaboration and
direct procurement capabilities. Once the merger is completed, the company
estimates the combined revenues of i2 and Aspect in the year 2000 will make it
one of the largest providers of software and content for B2B e-marketplaces.
With 4,000 employees and a research and development budget of nearly $1 million
per business day, the combined company has a comprehensive base of technology
and expertise to meet customers' needs and expectations.
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In a related development, i2 also announced the completion of the
acquisition of Supplybase, Inc. which was originally announced along with the
acquisition of Aspect Development. Supplybase, a leading provider of solutions
for Web-based product design and sourcing of custom parts and assemblies, brings
additional content and capabilities to i2's TradeMatrix. Supplybase currently
delivers content about more than 100,000 suppliers.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
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 merger 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 and
Aspect, unanticipated expenditures, changing relationships with customers,
suppliers and strategic partners and other factors described in the most recent
Form 10-K and other periodic reports filed by i2 and Aspect, with the Securities
and Exchange Commission (SEC).
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. A
Registration Statement relating to the merger has been filed with the SEC but
has not yet become effective. The securities covered by the Registration
Statement may not be sold nor may offers to buy be accepted prior to the time
the Registration Statement becomes effective. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. 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.
In addition, i2 will be, and certain other persons may be, soliciting proxies
from i2 stockholders in favor of the issuance of i2 shares pursuant to the
merger. The directors and executive officers of i2 and the directors and
executive officers of Aspect may be deemed to be participants in i2's
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solicitation of proxies. Information regarding the participants in the
solicitation is contained in the Form 8-K filed by i2 with the SEC on March 14,
2000.
HOW TO OBTAIN DOCUMENTS FROM THE SECURITIES EXCHANGE COMMISSION
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
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.
HOW TO OBTAIN DOCUMENTS FROM i2
Free copies of the Joint Proxy Statement/Prospectus and other documents, when
they become available, may also be obtained from i2 by directing a request
through the Investors Relations portion of i2's website at http://www.i2.com or
by mail to i2 Technologies, Inc., One i2 Place, 11701 Luna Road, Dallas, TX
75234, attention: Investor Relations, telephone: 469-357-1000.
ABOUT i2
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, TX, has approximately 3,400 employees and
maintains offices worldwide. Visit i2's Web site at http://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.
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i2 and the i2 logo design are registered trademarks of i2 Technologies, Inc.
TradeMatrix is a trademark of i2 Technologies, Inc.
ABOUT ASPECT
Aspect is the leading global provider of collaborative solutions for business-
to-business (B2B) eCommerce and inbound supply management. Aspect solutions for
the enterprise and for eMarkets and exchanges provide decision support and
content for procurement, product development, operations, and eCommerce between
trading partners. Aspect delivers the largest value proposition of any B2B
eCommerce solution by reducing direct and indirect/MRO spend and increasing
revenue and market share by accelerating new product introduction. Over 180 of
the world's largest companies, with combined annual revenue of $1 trillion and
$500 billion in inbound supply spend, are all customers of Aspect. For further
information on Aspect Development, visit http://www.aspectdv.com.
CONTACTS
Brent Anderson Dave Dury
i2 Technologies, Inc Aspect Development, Inc.
469-357-6012 650-428-2703
[email protected] [email protected]
ADDITIONAL INFORMATION AND WHERE TO FIND IT
i2 Technologies has filed a Registration Statement on SEC Form S-4 in connection
with its merger with Aspect, 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 web site maintained by 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 web site 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 SEC. 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 a 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. i2's and Aspect's filings
with the SEC are also
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available to the public from commercial document-retrievalservices and at the
Web site maintained by the SEC at http://www.sec.gov.
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