<PAGE>
Filed by Chordiant Software, 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: Prime Response, Inc.
Commission File No. 000-28873
SLIDE PRESENTATION
Chordiant Software, Inc.
DONALD MORRISON
Executive Vice President, Marketing and Business Development
January 8, 2001
SLIDE ONE
Chordiant Software
and
PrimeResponse
Unified CRM for Extreme Demands
[Chordiant logo] [PrimeResponse logo]
SLIDE TWO
Chordiant
And PrimeResponse
Merger
[Chordiant logo] [PrimeResponse logo]
SLIDE THREE
Safe Harbor
Information in this presentation may include historical
information and forward-looking statements that
involve risks and uncertainties. The company's
actual results could differ materially from the results
and projections discussed here. Factors that could
cause or contribute to such differences include those
discussed in the Chordiant's February 15, 2000
prospectus relating to its initial public offering of
Common Stock or in Prime Response's March 2,
2000 prospectus relating to its initial public offering
of Common Stock.
SLIDE FOUR
Agenda
- Chordiant Business
- PrimeResponse Business
- Today's Announcement
1.
<PAGE>
- Highlights
- Customers
- Offerings
- Benefits
SLIDE FIVE
Chordiant Business
[box]
The Unified CRM Infrastructure Solution and
leading Relationship Marketing for
extreme requirements
in the business to individual market.
[box]
Extreme CRM is for businesses that have
the most demanding customer relationships in
terms of volume, complexity & personalization.
SLIDE SIX
Chordiant Business
- The CRM solution for extreme customer demands
- 232+ employees worldwide (86 EMEA/146 NA)
- Publicly traded on NASDAQ
- Recent Announcements:
- MetLife enterprise license,
- BroadVision and ILOG partnerships
- Thomas Cook (customer success)
- September 30 Period
- $9.7 million revenue
- EPS exceeded target at $.14 loss
- $66.5 million cash balance
- Completed White Spider Acquisition
- Deferred revenue at $24.0 million
SLIDE SEVEN
Chordiant Business
- Business to individual market focus
- Financial Services - banking, credit, insurance
- Telecommunications,
- Concierge Services for Travel/Leisure
- Chordiant Unified CRM Solution
- Intelligent Customer Interaction Management
- Unified Solutions - Service, Knowledge
Management and Self-serve
- Unified CRM Infrastructure
- Single view of customer
- Integrated communications channels
- Workflow and Rules driven Business Services
- Real-time, multiple-source data access and
persistence model
SLIDE EIGHT
Quarterly Net Revenues
Actual vs. Street
[Bar graph of actual versus street net revenues by quarter, by thousands of
dollars.]
<TABLE>
<CAPTION>
$ Thousands
<S> <C> <C> <C> <C> <C> <C>
10,000
[Bar graph
7,500 [Bar graph column with [Bar graph
[Bar graph [Bar graph column with [Bar graph "9,700" on column with
5,000 column with column with "7,396" on column with top of "8,600" on
"5,014" on "4,700" on top of "6,200" on shaded top of
2,500 top of top of shaded top of column] shaded
shaded shaded column] shaded column]
0 column] column] column]
Q1'00 Q2'00 Q3'00
</TABLE>
<TABLE>
<CAPTION>
September 30, 2000 Period [small shaded box] Actual [small shaded box] Street
<S> <C> <C>
</TABLE>
SLIDE NINE
PrimeResponse Business
- Leading Relationship Marketing company
focused on B2C marketer
- 225 employees worldwide
- Publicly traded on NASDAQ and EASDAQ
- Proven Marketing Innovator
2.
<PAGE>
- First to support multiple media channels in a single
integrated marketing campaign
- First to prove scalability to 100 million customers in
a single marketing database
- First to integrate Web, e-mail and wireless channels
with traditional offline capabilities in one campaign
management solution
<PAGE>
SLIDE TEN
Positioning and Benefits
- A strong and formidable company
- Unified solution across the enterprise; a complete solution
- A premier provider of customer acquisition, retention,
relationship management and CRM infrastructure software for
intelligent communications
- Positioning relative to e.piphany/octane, Siebel
and Broadbase/rubic
- The leading Unified CRM infrastructure and
customer centric applications for extreme
customer requirements
- Leverage field organizations and partnerships
for new, expanding revenue opportunities
SLIDE ELEVEN
Positioning and Benefits
- Integrates mktg. & service initiatives
- Single framework for integrating best of breed apps
- Single application capability for
management of the complete consumer
lifecycle
- Broad solution across business-to-consumer vertical markets
- Unifies eService, eMarketing and eBusiness
functionality for Real-time applications.
- Positioned for growth and capitalizing on
market opportunities
SLIDE TWELVE
Corporate Highlights
- Combined 450-person organization
- Global corporate structure
- Strategic partnerships
- Already partnering on select worldwide
customers
- Complementary products for existing
and new customers
- Proven global 1000 customer success
- Significant competitive differentiation
allows our customers to 'play to win'
4.
<PAGE>
SLIDE THIRTEEN
Financial Highlights
- Combined revenues of $45.5 million (as of Sept. 30)
- Financial Strength
- Strong balance sheet,
- High deferred revenue balance
- Conservative revenue recognition = high visibility
- Accelerating license revenues
- Balanced revenues international / domestic
- Growing average selling prices (enterprise)
- Proven Global 500 customer success
SLIDE FOURTEEN
Corporate Highlights
- Combined 430 person organization
- Complementary products for existing
and new customers (already partnering
on select worldwide customers)
- Global Corporate structure, strategic
partnerships
- Evolution of Chordiant Unified Extreme
CRM Solution
- Significant competitive differentiation
allows our customers to 'play to win'
SLIDE FIFTEEN
Market Landscape
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Strategic
[box] [horizontal line]
Unified CRM Solution
enterprise-wide
"If the potential customer - Chordiant
isn't organizationally - Internal Developed
ready for Unified CRM, - Multiple Systems
they use a point solution." Loosely Integrated
[horizontal line]
[Arrow Tactical [Arrow pointing right and
pointing [box] curving up]
right Low End Applications
"Point Offering by Function [box]
Solutions"] Department and
E-mail, web, help Mid - Range
desk, sales
"Packaged"
eCRM Applications
[vertical line divides two [vertical line divides two
columns of text below] columns of text below]
- Kana - Onyx - Siebel - Ephipany
- eGain - Pivotal - Clarify - Quintas
- Brightware - Remedy - Vantive
</TABLE>
SLIDE SIXTEEN
5.
<PAGE>
[Frame of slide is a computer monitor labeled, "MARKETING MISSION CONTROL" at
top center of page, graphic of speakers at bottom left and right sides of page,
graphic of four computer monitor buttons at bottom left of page]
PrimeResponse Product Suite
---------------------------
<TABLE>
<S> <C> <C>
[email protected] Internet Prime@Vantage Optimizer
[horizontal line pointing to [To the left, graphic of [diagonal line pointing left
the right towards middle computer labeled, "Web"; to and downward towards large
column graphic of computer the right, graphic of webpage circle in middle column]
labeled, "Web"] labeled, "E-Mail"; below, in
the middle, graphic of the
back of an envelope with "@"
symbol pointing toward large
circle in center of middle
column]
[Graphic of light bulb above ["Prime@Vantage Application [Graphic of several people
three people sitting at Server" in center of large standing on platform labeled,
table labeled, "Marketers"; circle; three arrows pointing "Consumers"; horizontal arrow
to the right, horizontal clockwise outline the circle; with two arrowheads, one
arrow pointing to the left arrow on top labeled, pointing toward graphic and
from graphic of laptop "Create"; arrow on right the other toward large circle
computer back to the graphic labeled, "Execute"; arrow on in middle column]
of the three people sitting left labeled, "Refine"]
at table; second horizontal
arrow pointing from same
graphic of laptop computer
to the large circle in
center of middle column]
Prime@Vantage Traditional [Circle labeled, "Real-time
[horizontal line pointing to Decision Engine"; five arrows
the right towards middle [To the left, graphic of with two arrowheads each
column graphic of television/newspapers/radio pointing toward the circle;
television/newspapers/radio labeled, "Mass"; in the starting clockwise, one arrow
labeled, "Mass"] middle, graphic of is also pointing right and
telephone/stamped upward to a circle labeled,
envelope/mailbox labeled, "Web Server"; one arrow is
"Direct Mail"; to the right, also pointing right and
graphic of cash register downward to a circle labeled,
labeled, "Point-of-Sale"] "Data Modeling"; one arrow is
also pointing right and
downward to a circle labeled,
"Service"; one arrow is also
pointing left and downward to
a circle labeled, " Sales";
and one arrow is also pointing
left and upward toward the large
circle in middle column]
</TABLE>
6.
<PAGE>
Prime@Vantage Wireless Wireless
[horizontal line pointing to [To the left, graphic of
the right towards middle handheld personal digital
column graphic of handheld assistant labeled, "Palm Top";
personal digital assistant to the right, graphic of two
labeled, "Palm Top"] mobile telephones labeled,
"Mobile Phone"]
[PrimeResponse logo]
Optimize
SLIDE SEVENTEEN
Combined
Customers and
Partners
[Chordiant logo] [PrimeResponse logo]
SLIDE EIGHTEEN
Financial Services
[FirstUSA logo] [Lloyds TSB logo] [MetLife logo] [Thomas Cook logo]
[Sky logo] [Barclays Mercantile logo] [Standard Life logo] [UniCredito Italiano
logo]
[AXA logo] [The Royal Bank of Scotland Group plc logo] [Deutsche Bank logo] [UBS
logo]
[Alliance Leicester logo] [DLJdirect logo] [E*Trade logo]
[Bank One logo] [CIBC logo] [Chase logo] [Republic logo]
[Abbey National logo] [Quick & Reilly logo] [Wachovia logo]
[Credit Suisse Group logo] [Provident Bank logo] [Advance Bank logo] [BankWest
logo]
[winterthur logo] [NatWest Group logo] [Principal Financial Group logo] [The
Associates logo] [Allianz logo]
SLIDE NINETEEN
Telecommunications
[kpn logo] [TeleDanmark logo] [BT logo] [Telecom Eireann logo]
[max.mobil. logo] [e-plus logo] [AIS logo] [omnitel logo]
[Winfire logo] [T Mobil logo] [Cox Communications logo] [Eircom logo]
7.
<PAGE>
[Telenor logo] [Bouygues Telecom logo] [orange logo] [Telstra logo]
SLIDE TWENTY
Retail, Transportation,
Technology
[Boots logo] [CVS pharmacy logo] [accenture logo] [Network Solutions logo]
[1-800-flowers.com logo] [British Airways logo] [Texas Instruments logo]
[Priceline.com logo] [General Motors logo] [Informatique Fauriel logo]
[Yves Rocher logo] [Dreamcast logo] [OnStar logo] [Fiat logo] [Scottish Power
logo]
[Mattel logo] [Edgars Stores Limited logo] [RAC logo] [Direct Line logo] [UPS
logo]
[John Lewis Partnership logo] [Forte logo] [DHL Worldwide Express logo]
SLIDE TWENTY-ONE
Technology Partners
[Lucent Technologies logo] [Java logo] [Sun Microsystems logo] [Oracle logo]
[Marketing 1to1 Peppers and Rogers Group logo] [SAS e-Intelligence logo] [SPSS
logo] [FairIsaac logo]
[NRC logo] [Aspect logo] [Genesys logo] [ILOG logo]
[MarketSwitch logo]
[Cisco Systems logo] [Viador logo] [MPHASIS-BFL logo]
[MRM logo] [Hewlett Packard logo] [IBM logo] [Open Solutions Partner Sybase
logo]
SLIDE TWENTY-TWO
Key Integration Partners
U.S. Partners [ellipses pointing
toward box
with logos] [box]
[Accenture logo] [EDS logo] [ThoughtWorks logo]
[Infogain logo] [Caro logo] [Ultima logo] [CSC logo]
[quaero logo]
[TATA Consultancy Services logo] [TATA logo] [IBM
Business Partner logo]
European Partners [ellipses pointing
toward box
with logos] [box]
8.
<PAGE>
[logica logo] [CMG logo]
[IBM Business Partner logo] [Ultima logo] [ASE logo]
[accenture logo] [EDS logo] [ecsoft logo]
[TATA Consultancy Services logo] [TATA logo] [Cap
Gemini logo]
SLIDE TWENTY-THREE
Customer Relationship Lifecycle
<TABLE>
<S> <C> <C>
3. Interact & Transact [Large circle labeled, 4. Serve Customers
To Fulfill "Customer" with six arrows & Learn
pointing clockwise around
outline of circle; going
clockwise, one arrow each
labeled, "Transact," "Serve,"
"Retain," "Grow," "Target,"
and "Acquire"]
2. Personalize Offer 5. Proactively
to Acquire Increase
Frequency &
Interaction
1. Identify, Target 6. Intelligent Offers by
& Interact Portfolio for New
Offerings
</TABLE>
SLIDE TWENTY-FOUR
Extreme CRM for Real-time Multi-channel
eService, eMarketing and eBusiness
All Inbound [Graphic of [Curved arrow Customers
Channels envelope, computer, pointing toward Interaction
newspapers, right]
television, radio,
handheld personal [Chordiant logo]
digital assistant;
mobile telephone,
telephone, cash
register and mailbox
with envelope]
<TABLE>
<S> <C> <C> <C> <C>
[Graphic of Suppliers Analytics [Graphic of open [Graphic of
several Customers [in vertical text] laptop computer computer monitor
people in Employees with group of with "CRM" on
business people, two screen]
attire] webpages, and
globe coming out
of screen]
All Outbound [Graphic of [Graphic of
Channels envelope, computer, computer monitor
newspapers, with "ERP/SCM" on
television, radio, screen]
handheld personal
digital assistant, [Graphic of
mobile telephone, computer monitor
telephone, cash with "LEGACY" on
register and mailbox screen]
with envelope]
</TABLE>
[PrimeResponse Campaigns,
logo] Warehouse
[Curved arrow
pointing
toward left]
9.
<PAGE>
SLIDE TWENTY-FIVE
Why Chordiant?
- Multi-billion dollar market
- Global Fortune 1000 customer
success
- Strong balance sheet
- Conservative revenue recognition =
visibility
- Growing alliances and customer base
- Expanding within verticals and
existing customers
SLIDE TWENTY-SIX
Summary of Transaction
- Chordiant to merge with PrimeResponse for
$0.60 exchange ratio (all stock transaction)
- Expected closing Q2 2001
- Already integrating both companies' leading
applications
- Chordiant Software, Inc. (CHRD), will be
one of the most significant CRM software
providers in the industry
- Leading CRM Infrastructure software and Relationship
Marketing applications
- Shared customers; strong market demand; strong
business momentum
SLIDE TWENTY-SEVEN
Chordiant
Software
Unified CRM for Extreme Demands
[Chordiant logo] [PrimeResponse logo]
SLIDE TWENTY-EIGHT
Next Steps
[Chordiant logo] [PrimeResponse logo]
10.
