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Filed 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:
webMethods, Inc.
Commission File No.
001-15681
On May 22, 2000, Phillip Merrick, President and Chief Executive Officer of
WebMethods, Inc., Mary Dridi, Chief Financial Officer of webMethods, Inc. and R.
James Green, Chief Executive Officer and Chairman of the Board of Active
Software, Inc. and others participated in a conference call regarding the joint
announcement by webMethods, Inc. and Active Software, Inc. of the execution of a
merger agreement, dated as of May 20, 2000, by and among webMethods, Inc., Wolf
Acquisition, Inc. and Active Software, Inc. Following is a talking-points script
that was relied upon for portions of the conference call. See below to find out
where you can find additional information.
CONFERENCE CALL HIGHLIGHTS
PHILLIP MERRICK:
Thank you Mary, good morning everyone and thank you for joining us.
- - Today's announcement of our acquisition of Active Software changes the
landscape of the integration software space. There are three key
takeaways we would like you to know about this acquisition:
- Firstly, this acquisition gives webMethods first-mover
advantage in the converging business integration software
space. WebMethods is leading the market by offering Global
2000 companies and B2B trading exchanges a single
infrastructure solution providing end-to-end internal and
external business integration. This solution integrates
applications within the enterprise and extends to integrate
with trading partners over B2B trading networks
- Secondly, overnight this creates a business integration
software powerhouse:
- over 350 customers, most of them in the Global 2000
- nearly 600 employees worldwide
- a revenue run-rate already in excess of $100 million/year,
based on analyst estimates for the current quarter
- a strong international presence, with seven offices across
Europe and operations underway in Asia-Pacific, including
a significant partnership with NTT Data in Japan
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- an unbeatable set of partnerships, including
Hewlett-Packard, E&Y, AMS, KPMG, Deloitte, EDS, SAP, i2,
Ariba and CommerceOne
- Thirdly, the products are already integrated: last quarter
webMethods, responding to the demands of joint customers such
as Fedex, AVNET and Juniper Networks, released an integration
module for Active Software's ActiveWorks. Our combined sales
force can begin selling the combined product offering right
away.
- This acquisition also brings a significant infusion of
management. Jim Green, Active Software's CEO, will become
webMethods' CTO and EVP of Product Development. He will also
join the webMethods board of directors. Other Active Software
management team members will join the webMethods management
team to bring together an unusually broad and deep team that
can manage an organization that is not only growing rapidly,
but is already of significant scale.
SO THERE ARE THE HEADLINES, NOW LET ME WALK YOU THROUGH SOME OF THE DETAIL:
- - This really is an industry defining event, and gives webMethods first-
mover advantage in the converging business integration software space,
with the first end-to-end solution for Global 2000 companies and B2B
trading exchanges
- - We are not only bringing two great companies together, but we are uniting
two different yet complementary software market segments: enterprise
application integration (EAI) and business-to-business integration (B2Bi)
- - To date, Global 2000 companies and B2B trading exchanges and marketplaces
have in many cases been forced to purchase, deploy and manage two
separate integration products, one for within the enterprise and one for
integrating with trading partners over the Internet.
- - Together, webMethods and Active Software provide a single application
integration platform for Global 2000 companies and major B2B trading
exchanges that operates inside, outside and across corporate firewalls.
- - Now that the barriers to seamless business process integration across the
extended enterprise have been broken down, it makes more sense to talk
about "business integration" to refer to this more all-encompassing space
we are creating.
- - The interesting thing is that this was driven in large part by our
customers.
- - Both companies' customers have asked us to deliver a single
infrastructure for both internal integration and external B2B
integration. In particular, our joint customers such as Fedex and Juniper
Networks encouraged us to work together to integrate our product
offerings. Dennis Jones, CIO of Fedex and a webMethods board member, said
he asked his people repeatedly why they couldn't purchase internal and
external integration solutions from one vendor. Every time the answer was
because nobody had both.
- - We are the first to have both, and our products are already integrated
and we have been working alongside each other at joint customers for some
time. Jim will provide more detail on this in a few minutes.
- - No other company can deliver all the pieces required - this provides a
significant competitive advantage over all other potential competitors.
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- - This acquisition accelerates the adoption of our products within the
Global 2000 where enterprise integration is "the last mile". It also
positions us as the infrastructure solution of choice for the B2B
industry trading exchanges
- - The acquisition creates tremendous financial leverage for webMethods and
terrific self-reinforcing momentum - we are now the clear market leader
literally overnight
TOGETHER WE HAVE:
- - Based on analyst estimates for the current quarter, we have a combined
revenue run rate of over $100 million with great cross-selling
opportunities within each company's customer base
- - Over 350 blue-chip customers across industries such as high-tech
manufacturing, utilities, telecommunications, chemicals, government and
financial services.
- - Total staff size of almost 600 (R&D approximately 150; S&M approximately
220)
- - Unbeatable partnerships with little overlap: Systems Integrators such as
HP Consulting, E&Y, AMS, EDS, KPMG, and Deloitte Consulting; Application
and B2B companies such as SAP, i2, Ariba, and Commerce One. Additionally,
Active Software has become the integration software of choice for
Application Service Providers, or ASPs, such as Asera, AristaSoft, and
Corio. These partnerships give the combined company tremendous global
coverage in terms of both sales and marketing activity and delivery
capability.
- - Over 55 quota carrying sales representatives
- - Worldwide 24X7 support and delivery organization
- - Product lines that are already integrated and currently available
WE ALSO COMPLEMENT ONE ANOTHER INTERNATIONALLY.
- - Strong international operations, with over 60 staff in seven offices
across Europe
- - For extra unexpected ease of integration, we even have offices in the
same building in the UK and the Netherlands
- - Active is particularly strong in Europe, especially. in the European
Telco Market - recent wins include Bourges Telecom in France (against
Vitria may be important); NTT relationship in Japan
- - WebMethods - Philips, Siemens, Scania in Europe; have made some recent
senior level hires for our Asia Pacific team
THIS ACQUISITION BRINGS WEBMETHODS AN INFUSION OF GREAT MANAGEMENT TALENT THAT
BROADENS AND COMPLEMENTS OUR EXISTING MANAGEMENT TEAM.
We've already figured outhow the management teams will be integrated
- - Phillip Merrick- CEO, President & Chairman of the Board
- - Jim Green- CTO and EVP of Product Development (widely regarded as one of
the best, if not the best, integration software technologists in the
industry; many years experience including a lengthy stint heading up
Sun's distributed computing program where he developed the original CORBA
specification)
- - John Dempsey - Professional Services - ran 1,000 person consulting group
at CSC
- - Also worth noting is that webMethods existing management team has
significant experience integrating acquisitions - Craig Chapman VP of
Business Development
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spent many years at Cisco as chief internal counsel and business
development lead, Jeff Kramer was VP Human Resources from Thomson
Financial where he had responsibility for integrating numerous companies
into the Thomson Financial Services and FirstCall companies.
I have known Jim since 1997 - Culturally this is a great fit - It is my pleasure
to introduce Jim Green
JIM GREEN:
- This is a go-forward strategy for Active and webMethods'
employees, customers and partners.
- All these constituents that were briefed were very positive on the
acquisition.
TECHNICAL DISCUSSION
- Complimentary nature of product lines - Architectures are so
closely aligned it is almost scary.
- TOGETHER WE HAVE THE BROADEST ARRAY OF ENTERPRISE APPLICATION
ADAPTERS, THE BROADEST SUPPORT OF B2B E-COMMERCE PROTOCOLS, ON TOP
OF THE MOST RELIABLE, SECURE AND SCALABLE PLATFORM FOR INTERNAL
AND EXTERNAL MESSAGE DELIVERY
- Products already integrated by virtue of the webMethods'
Integration Module
- A lot of current demand from customers for combined technology
- Today our products already work together and are in production at
customers like FedEx, Juniper Networks, AVNET, Dresdner Kleinwort
Benson and Hewlett-Packard.
- From day one, we will have solved the headache of using multiple
vendors for all integration needs.
- We are combining the technology leader in EAI with the undisputed
B2Bi market leader.
TECHNICAL POINTS:
- Only player that has all the pieces for business process modeling,
data mapping, adaptors, B2B integration, end-to-end reliability,
security etc.
- Application Transaction Coordinator - use in g2000 and on industry
trading exchanges
- Guaranteed delivery, Data Mapping
- Work being done to allow Active servers and webMethods' servers to
talk with one another
- IM Modules and Adapters complement one another
- R&D people that will be freed up due to the elimination of prior
duplicate efforts in Internal and External Integration (Business
Exchange Server).
PHILLIP MERRICK:
THANK YOU JIM. LET ME AGAIN REITERATE WHAT I THINK ARE THE KEY TAKEWAYS HERE:
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- Firstly, this acquisition gives webMethods first-mover
advantage in the converging business integration software
space. WebMethods is leading the market by offering Global
2000 companies and B2B trading exchanges a single
infrastructure solution for internal and external business
integration.
- Secondly, overnight this creates a business integration
software powerhouse:
- over 350 customers, most of them in the Global 2000
- nearly 600 employees worldwide
- a revenue run-rate already in excess of $100
million/year
- a strong international presence, including seven
offices and 60+ people in Europe
- an unbeatable set of partnerships, including
Hewlett-Packard, E&Y, AMS, KPMG, Deloitte, EDS, SAP,
i2, Ariba, CommerceOne and Corio
- Thirdly, the products are already integrated and our sales
forces can get out there and start selling the combined
solution immediately upon closing this deal
- Finally this gives webMethods a significant infusion of
management talent that complements our already unusually
strong team
OPEN-UP FOR Q&A
- --------------------------------------------------------------------------------
Investors and security holders of both webMethods and Active Software are
advised to read the joint proxy statement/prospectus regarding the business
combination transaction referred to in the material below, when it becomes
available, because it will contain important information. webMethods and Active
Software expect to mail a joint proxy statement/prospectus about the transaction
to their respective stockholders. This joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by both companies. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by the companies at the
Securities and Exchange Commission's web site at http://www.sec.gov. The joint
proxy statement/prospectus and such other documents may also be obtained from
webMethods or Active Software by directing such requests to the companies.
webMethods and its officers and directors may be deemed to be participants in
the solicitation of proxies from webMethods' stockholders with respect to the
transactions contemplated by the agreement. Information regarding such officers
and directors is included in webMethods' Registration Statement on Form S-1, as
amended, filed with the Securities and Exchange Commission on November 19, 1999
and declared effective by the Securities and Exchange Commission on February 10,
2000. This document is available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov and from webMethods.
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Active Software and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of Active Software with respect
to the transactions contemplated by the agreement. Information regarding such
officers and directors is included in Active Software's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 and in its proxy statement for
its 2000 annual meeting, filed with the Securities and Exchange Commission. This
document is available free of charge at the Securities and Exchange Commission's
web site at http://www.sec.gov and from Active Software.
