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EXHIBIT 99(c)
Offer to Exchange
Each Outstanding Share of Common Stock
of
OnDisplay, Inc.
for
1.58 Shares of Common Stock of
Vignette Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, JUNE 29, 2000, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees:
This letter relates to the offer by Wheels Acquisition Corp. ("Purchaser"),
a Delaware corporation and a wholly-owned subsidiary of Vignette Corporation
("Vignette"), to exchange 1.58 shares of Vignette common stock, par value
$0.01 per share (the "Vignette Common Shares"), for each outstanding share of
common stock, par value $0.001 per share (the "OnDisplay Shares"), of
OnDisplay, Inc., a Delaware corporation ("OnDisplay"), upon the terms and
subject to the conditions set forth in the Prospectus dated June 2, 2000 (the
"Prospectus") and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, constitute the "Offer") enclosed
herewith. The Offer is being made in connection with the Agreement and Plan of
Merger, dated as of May 21, 2000 (the "Merger Agreement"), by and among
Vignette, Purchaser and OnDisplay. The Merger Agreement provides, among other
things, that following completion of the Offer, Purchaser will be merged with
and into OnDisplay (the "Merger"), with OnDisplay surviving the Merger as a
wholly-owned subsidiary of Vignette. Please furnish copies of the enclosed
materials to those of your clients for whose accounts you hold OnDisplay
Shares registered in your name or in the name of your nominee.
The Offer is subject to several conditions set forth in the Prospectus,
which you should review in detail.
For your information and for forwarding to your clients for whom you hold
OnDisplay Shares registered in your name or in the name of your nominee, we
are enclosing the following documents:
1. The Prospectus dated June 2, 2000;
2. The Letter of Transmittal for your use in accepting the Offer and
tendering OnDisplay Shares and for the information of your clients.
Facsimile copies of the Letter of Transmittal with manual signatures may
be used to tender OnDisplay Shares;
3. The Notice of Guaranteed Delivery to be used to accept the Offer
if certificates evidencing OnDisplay Shares are not immediately
available or if such certificates and all other required documents
cannot be delivered to ChaseMellon Shareholder Services, L.L.C. (the
"Exchange Agent") on or prior to the expiration date (as defined in the
Prospectus) or if the procedures for book-entry transfer cannot be
completed by the expiration date;
4. A printed form of letter which may be sent to your clients for
whose accounts you hold OnDisplay Shares registered in your name or in
the name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. Stockholders who fail to complete and sign the
Substitute Form W-9 may be subject to a required
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federal backup withholding tax of 31% of the cash payable to such
stockholder or other payee for fractional shares pursuant to the Offer;
6. A return envelope addressed to the Exchange Agent for your use
only.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for exchange OnDisplay Shares which are
validly tendered prior to the expiration date and not theretofore properly
withdrawn when, as and if Purchaser gives oral or written notice to the
Exchange Agent of Purchaser's acceptance of such OnDisplay Shares for exchange
pursuant to the Offer. Issuance of Vignette Common Shares and payment of cash
payable in lieu of fractional interest, if any, will in all cases be made only
after timely receipt by the Exchange Agent of (i) certificates for such
OnDisplay Shares, or timely confirmation of a book-entry transfer of such
OnDisplay Shares into the Exchange Agent's account at The Depository Trust
Company, pursuant to the procedures described in "The Offer--Procedure for
Tendering" of the Prospectus, (ii) a properly completed and duly executed
Letter of Transmittal (or a properly completed and manually signed facsimile
thereof) or an Agent's Message (as defined in the Prospectus) in connection
with a book-entry transfer and (iii) all other documents required by the Letter
of Transmittal.
Neither Vignette nor Purchaser nor any officer, director, stockholder, agent
or other representative of Vignette or Purchaser will pay any fees or
commissions to any broker or dealer or other person (other than the Information
Agent and the Exchange Agent as described in the Prospectus) in connection with
soliciting tenders of OnDisplay Shares pursuant to the Offer.
Purchaser will, however, upon request, reimburse brokers, dealers,
commercial banks and trust companies for customary mailing and handling costs
incurred by them in forwarding the enclosed materials to their customers.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JUNE 29, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof), with
any required signature guarantees, or an Agent's Message in connection with a
book-entry transfer of OnDisplay Shares, and any other required documents,
should be sent to the Exchange Agent, and certificates representing the
tendered OnDisplay Shares should be delivered or such OnDisplay Shares should
be tendered by book-entry transfer, all in accordance with the Instructions set
forth in the Letter of Transmittal and in the Prospectus.
If holders of OnDisplay Shares wish to tender, but it is impracticable for
them to forward their certificates or other required documents or to complete
the procedures for delivery by book-entry transfer prior to the expiration of
the Offer, a tender may be effected by following the guaranteed delivery
procedures specified in "The Offer--Guaranteed Delivery" of the Prospectus.
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Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from us at the
address and telephone number set forth on the back cover of the Prospectus.
Very truly yours,
MacKenzie Partners, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF VIGNETTE, PURCHASER, THE INFORMATION AGENT, THE EXCHANGE AGENT OR
ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
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