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Filed by webMethods, 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: Active Software, Inc.
Commission File No. 000-26367
The following is the textual rendition of a slide presentation about the
proposed merger announced by webMethods, Inc. and Active Software, Inc. to be
made to a group of market analysts on May 25, 2000 by 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. See below to find out where you
can find additional information.
SLIDE PRESENTATION
SLIDE 1:
webMethods Acquires Active Software
Defining Business Integration
SLIDE 2:
Defining Business Integration
- Acquisition accelerates business integration over the Internet
- In 1996, Active Software defined EAI, Enterprise Application Integration
- In 1997, webMethods defined B2Bi, Business-to-Business Integration
- In 2000, webMethods and Active Software combine to define Business
Integration
- Acquisition changes the landscape of e-business infrastructure
- Offering a single infrastructure to unite a company's internal
business processes and integrate across trading networks
- webMethods offers first complete solution for end-to-end business
integration to Global 2000 companies
- Solving integration challenges by eliminating the need for multiple
integration vendors
SLIDE 3:
Complete Internal and External Business Integration
Graphic: Your Global 2000 Company
The graphic is divided into two dark rectangular planes. The space on
the left side of the graphic is labeled Internal Business Processes; the space
on the right is labeled Trading Network. In the center of the space depicting
Internal Business Processes, on the plane labeled TCP/IP Network, is the
webMethods cog representing webMethods Business Integration Solutions. Emanating
from the cog are seven lit paths with arrows pointing toward and away from the
central cog. Six of the paths have graphics on them labeled as follows from top
right to bottom left: Legacy/Mainframe Systems; Packaged Front Office and Back
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Office Systems; Any ERP System; E-Commerce Systems; Relational Database Systems;
Custom Applications; and Other. The seventh path crosses over to the space
labeled Trading Network, where it breaks into seven distinct paths on the plane
labeled Internet. Each of the seven paths has a graphic at its end labeled as
follows running clockwise from top left to bottom left: Supplier Using Legacy
Mainframe; Buyer Using Any ERP System; Supplier Using EDI; B2B Marketplace;
Buyer Using ODBC Database; Application Service Provider, Supplier with XML
website. Arrows point both toward these graphics and away from the graphics back
toward the center cog in the Internal Business Processes space.
Beneath the graphic is the following caption: "webMethods software
solutions fully address the integration requirements of Global 2000 companies
and industry trading exchanges, both within the enterprise and across
business-to-business (B2B) trading networks."
The Active Software logo is at the bottom left of the slide and the
webMethods logo is on the bottom right of the slide.
SLIDE 4:
Corporate Synergies
- Creates overnight the largest pure-play integration solutions vendor
- Revenue run rate of almost $100M
- 350 Blue Chip customers worldwide
- Total staff size of nearly 600
- Strong both internationally and in US
- Unbeatable partnerships: SAP, Ariba, Commerce One, i2 and Hewlett
Packard
- Will create extraordinary shareholder value over the long-term
- Domination of a large market - IDC estimates $11.6B market by 2003
- Only player with all the pieces
- Terrific self-reinforcing momentum as market leader
- Opportunity to build an extremely large company
SLIDE 5:
Corporate Synergies
(continued)
- Product lines already are integrated
- Combined sales force can sell total solution immediately
- Combining extraordinary talent and knowledge of two top tier organizations
- Complementary customer base
SLIDE 6:
Analyst Validation
- "This deal represents the integration of two vendors that have solid
positions in the two sides of the application integration market...Gartner
believes this business combination will result in a company large enough to
claim achievement of the critical mass required to support B2B initiatives
of any size."
- Gartner Group, May 22, 2000
- "The purchase fuses together internal and external infrastructure for
e-business. webMethods specializes in software that links two or more
companies' systems together; Active connects the internal systems of a
company. Both are vital pieces of trading exchanges and the e-business
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economy, as no Business community Integration (BCI) strategy can be carried
out today without external and internal integration. Now webMethods can
offer all that in one stop."
- AMR Research
- "This acquisition brings together two infrastructure leaders whose software
solutions fully address the integration requirements of Global 2000
companies and industry trading exchanges, both within the enterprise and
across business-to-business (b-to-b) trading networks."
- Current Analysis, May 23, 2000
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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
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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.
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