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Filed by Hewlett Packard, Inc. Pursuant to
Rule 425 Under the Securities Act of 1933
Subject Company: Bluestone Software, Inc.
Commission File No.: 000-26613
HP TO ACQUIRE BLUESTONE SOFTWARE
XML AND MOBILE TECHNOLOGIES BOLSTER INTERNET INFRASTRUCTURE OFFERINGS
PALO ALTO, Calif. & PHILADELPHIA--(BUSINESS WIRE)--Oct. 24, 2000--
Hewlett-Packard Company (NYSE:HWP - NEWS) and Bluestone Software, Inc.
(Nasdaq:BLSW - NEWS) today announced the companies have reached a definitive
agreement under which HP will acquire Bluestone in a stock-for-stock strategic
transaction. Bluestone is a leading provider of Internet software platforms,
tools and technologies for business-to-business, business-to-consumer and mobile
Internet transactions.
With this acquisition, HP significantly expands its Internet software portfolio
by adding Bluestone's acclaimed J2EE and XML application servers and tools --
enabling customers to develop and deploy applications and services that take
advantage of the emerging services-based computing model.
HP's existing Internet software portfolio includes integrated service management
(OpenView), security software (Praesidium), quality of service provisioning
(WebQoS), high availability software (MC/ServiceGuard), voice-enabling
technologies (OpenCall), Internet service tracking and billing solutions (Smart
Internet Usage); as well as e-services integration technologies such as e-speak
and Changengine.
Bluestone's software will become the integrating platform for HP's current
software offerings and will serve as the core of HP's next-generation software
strategy by leveraging the combined platform's advanced XML, e-services and
mobile technology capabilities.
Under the terms of the agreement, Bluestone shareowners will receive 0.2433
pre-split shares of HP common stock for each share of Bluestone common stock.
The transaction is expected to be accretive in HP's fiscal year 2001 on a cash
EPS basis. The transaction is intended to be tax-free to Bluestone's shareowners
and to be accounted for as a purchase. The completion of the transaction is
subject to closing conditions and the approval of Bluestone shareowners. Upon
completion of the transaction, Bluestone will become a wholly owned subsidiary
of HP.
Bluestone's standards-based J2EE and XML application server technology, along
with the industry's first Java(TM) transaction service, will form the core of
HP's middleware offering. With this solution, customers will be able to develop,
integrate, deploy, and manage J2EE and XML applications and services across the
enterprise, across trading community partners, and across interactions and
transactions with customers using mobile appliances and devices. HP Consulting
will develop a set of implementation and integration services in support of
Bluestone's technologies.
"A new generation of Internet software is being developed to help companies
participate in the emerging services-based model of computing," said Bill
Russell, vice president and general manager of HP Software and Solutions
Organization. "By adding Bluestone's technologies to our portfolio, we're
enabling our customers to capitalize on this next wave of business and
technology transformation."
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"Bluestone has been the technology leader in the Web application server market
for the last two years," said P. Kevin Kilroy, chairman and CEO of Bluestone
Software, "And in July, through our acquisition of Arjuna Solutions, we became
the leader in the new world of distributed Internet transactioning -- technology
essential to ensuring the integrity of Internet initiated transactions. By
joining HP, we add new capabilities to our technology suite and dramatically
expand our reach through HP's world-class sales, services and support
organization."
"No one else can offer customers what Bluestone and HP together bring to the
emerging e-services marketplace," added Kilroy. "With this acquisition, HP will
be able to offer customers a complete, flexible, technology-leading platform for
Internet applications and services."
About Bluestone
Bluestone(R) Software, Inc. is a leader in business-to-Web and wireless
technologies. Companies deploying e-business applications, like Avnet, Food.com,
Planalytics, Reliance National, and Time Inc., rely on Bluestone's
Total-e-Business(TM) platform to provide comprehensive e-business platforms,
Internet-class infrastructures, and robust integration services that e-business
success demands.
Bluestone is headquartered in Philadelphia, Pennsylvania. For more information,
please visit HTTP://WWW.BLUESTONE.COM.
About HP
Hewlett-Packard Company -- a leading global provider of computing and imaging
solutions and services -- is focused on making technology and its benefits
accessible to individuals and businesses through simple appliances, useful
e-services and an Internet infrastructure that's always on.
HP has 86,000 employees worldwide and had total revenue from continuing
operations of $42.4 billion in its 1999 fiscal year. Information about HP and
its products can be found on the World Wide Web at HTTP://WWW.HP.COM/.
Note to Editors: Java is a U.S. trademark of Sun Microsystems, Inc.
This news release contains forward-looking statements that involve risks,
uncertainties and assumptions. All statements other than statements of
historical fact are forward-looking statements. Risks, uncertainties and
assumptions include the possibility that the market for the sale of certain
products and services may not develop as expected; that development of these
products and services may not proceed as planned; and other risks that are
described from time to time in HP's and Bluestone's Securities and Exchange
Commission reports, including but not limited to HP's annual report on Form 10-K
for the year ended Oct. 31, 1999, Bluestone's annual report on Form 10-K for the
year ended Dec. 31, 1999, and subsequently filed reports. If any of these risks
or uncertainties materializes or any of these assumptions prove incorrect, HP's
or Bluestone's results could differ materially from HP's or Bluestone's
expectations in these statements. Neither HP nor Bluestone intend to update
these forward-looking statements. Investors and security holders of both HP and
Bluestone are advised to read the proxy statement/prospectus regarding the
proposed merger when it becomes available because it will contain important
information about the transaction. The proxy statement/prospectus will be filed
with the Securities and Exchange Commission by HP and Bluestone. Investors and
security holders may obtain a free copy of the proxy statement/prospectus when
it is available and other documents filed by HP and Bluestone with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Web site at HTTP://WWW.SEC.GOV/. The proxy
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statement/prospectus and these other documents may also be obtained for free
from HP and Bluestone.
Bluestone and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Bluestone's stockholders with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Bluestone's Proxy Statement
for its 2000 Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on March 24, 2000. This document is available free of charge
at the Securities and Exchange Commission's Web site at HTTP://WWW.SEC.GOV/ and
from Bluestone.
CONTACT:
HP
Nam LaMore, 408/447-8782
[email protected]
or
Bluestone Software
Susan D'Elia, 650/344-1260
[email protected]
