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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
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
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Phillip Merrick:
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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:
o 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
o 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
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* a strong international presence, with seven offices across
Europe and operations underway in Asia-Pacific, including a
significant partnership with NTT Data in Japan
* an unbeatable set of partnerships, including Hewlett-Packard,
E&Y, AMS, KPMG, Deloitte, EDS, SAP, i2, Ariba and CommerceOne
o 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.
o 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.
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. 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.
. 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 out how the management teams will be integrated
. Phillip Merrick- CEO, President & Chairman of the Board
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. 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 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:
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. 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
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. 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:
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Thank you Jim. Let me again reiterate what I think are the key takeways here:
o 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.
o 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
o 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
o Finally this gives webMethods a significant infusion of management
talent that complements our already unusually strong team
Open-up for Q&A
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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.
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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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