Filed by Vignette Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: OnDiplay, Inc.
Commission File No. 000-28455
Vignette to Acquire OnDisplay, Inc.
Q&A
1. What did Vignette announce today?
On May 22nd, Vignette announced a definitive agreement to acquire
OnDisplay, the leading provider of business-to-business integration
for online marketplaces and trading networks.
Vignette made this acquisition in order to:
o Create the industry's first platform for "Collaborative Commerce"
applications which automate the shared, essential business
processes that facilitate commerce and customer interaction.
o Provide the industry's first end-to-end platform for powering
trading networks and next-generation online marketplaces.
o Broaden and deepen Vignette's V/5 eBusiness Platform by adding
capabilities for coordinating transactions between enterprise
systems, suppliers and distributors and online marketplaces.
2. What are some details about OnDisplay?
OnDisplay is headquartered in San Ramon, CA. It was founded in August
1996 and is publicly traded on the NASDAQ under the symbol ONDS. Other
than in San Ramon, OnDisplay also has a large engineering presence in
the Boston area. OnDisplay employs approximately 350 people and has
over 200 customers.
Senior members of OnDisplay's management team include:
o Mark Pine, Chairman and CEO
o Trung Dung, Chief Strategist
o Venkat Mohan, President and COO
o Dave Larson, CFO
o Mike McMahon, CTO
o Olivier Sermet, SVP Worldwide Field Operations
o Randy Harvey, SVP Engineering
o Peter Buzzard, VP Marketing
o Santi Pierini, VP Global Product Management
o Chris Stark, VP Business Development
o Janet Azavedo, VP Human Resources.
OnDisplay's award-winning CenterStage products and services enable
corporations to quickly deploy and easily manage customized
collaboration with diverse trading partners. With OnDisplay's
CenterStage, e-businesses can:
o Integrate data, applications and processes, from back-office to
back-office.
o Exchange business documents and transactions among multiple
trading partners using XML
o Access rich, relevant content in heterogeneous formats.
Leveraging the award-winning CenterStage platform and core components,
CenterStage applications can help e-businesses build the most
powerful, dynamic, and compelling sites - gaining a crucial edge on
their competition while they streamline critical information exchange
across their entire web of trading partners.
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The CenterStage application suite includes:
o CenterStage eBizXChange - A business-to-business integration
application for secure, real-time business document exchange
among trading partners, using XML-based protocols.
o CenterStage eIntegrate - A powerful application for integrating
the e-business site with internal systems such as ERP
applications.
o CenterStage eContent - A full-featured content aggregation
application for capturing and transforming diverse content from
heterogeneous sources, including HTML, XML, flat file, database,
and application-based data.
o CenterStage eNotify - A permission-based email notification
system to alert users of new information of interest to them.
o CenterStage eSyndicate - A robust and scalable application for
content syndication using a publish/subscribe paradigm for
brokering and routing content among trading partners.
o XML Connect - A free B2B XML server that allows e-commerce
participants -- including buyers, suppliers and e-marketplaces
-- to establish secure, guaranteed XML business document
exchange.
3. What are some details about Vignette?
Vignette Corporation is headquartered in Austin, Texas. It was founded
in December 1995 and is publicly traded on the NASDAQ under the symbol
VIGN. Other than Austin, Vignette has a large engineering presence in
Boston. Vignette has sales and services offices worldwide and over 600
customers. Senior members of Vignette's management team include:
o Greg Peters, President and CEO
o Bill Daniel, Senior Vice President, Products
o Mike Vollman, Senior Vice President, Sales and Services
o Joel Katz, Chief Financial Officer
o Cal Killen, Senior Vice President, Engineering
o Phil Powers, Senior Vice President, Professional Services
o Charles Sansbury, Senior Vice President, Corporate Development
o Laurie Frick, Senior Vice President, Marketing
o Richard Schwartz, Senior Vice President, Emerging Technologies
o Steve Manweiler, Vice President of Architecture
o Pany Christoforou, Vice President and General Manager, Europe
o Ang Miah Boon, Vice President and General Manager of Vignette
Asia/Pacific
Vignette's V/5 eBusiness Platform helps confront the challenges
associated with eBusiness. It supports the creation, execution and
measurement of winning eBusiness strategies. The V/5 Platform
delivers an architecture and methodology that allows for rapid
assembly and deployment of best of breed componentized eBusiness
applications. The open V/Series Architecture protects organizations'
investment in people, systems and information. As a result,
businesses can dynamically optimize their online business to deliver
superior customer service and quickly respond to competitive threats.
By advancing the starting point of eBusiness applications,
e-strategists can focus resources on achieving strategic business
goals.
o Open Platform Services provide the core capabilities required by
any eBusiness: content management, lifecycle personalizations,
B2B syndication, segmentation and
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targeting and order management. These services can easily be
leveraged from all leading computing environments.
o Componentized Architecture and Methodology allows businesses to
adopt a "configure-and-go" approach to rapidly assemble and
deploy eBusiness applications. By separating content, layout and
functionality, this componentized approach ensures the
portability of assets and applications, not just with eBusiness,
but among all members of the growing Vignette Economy.
o Pre-packaged Application Modules advance the starting point for
building online businesses by delivering core best-of-breed
solutions required by any successful eBusiness.
o Vignette-to-Business (V2B) enables companies to leverage the
power of the Vignette Economy by providing a one-stop online
shop for the relationships, products and services needed to
build a successful eBusiness.
The V/5 Platform promotes customer and partner communication
across any channel and leverages the value of these
interactions. The V/5 eBusiness Platform comprises of the
following products:
o V/5 Content Management Server.
o V/5 Lifecycle Personalization Server.
o V/5 Relationship Marketing Server.
o V/5 Communication Server.
o V/5 Syndication Server.
o V/5 Advanced Deployment Server.
4. Why is this important and why is Vignette acquiring OnDisplay?
The needs of eBusinesses have matured to the point where they need
more than the ability to just conduct transactions online. The next
stage for eBusinesses is to build relationships with trading partners
by using the internet to connect supply and demand chains, while
extending such links deep into the enterprise. With OnDisplay,
Vignette acquires the capabilities to support automated
business-to-business collaboration through various standardized XML
based document interchange formats such RosettaNet, CXML, OBI and
BizTalk.
5. How are the product lines complementary?
Vignette offers a platform that enables eBusinesses to build
applications that manage relationships with people - self-service
commerce, customer service, targeted marketing, etc. OnDisplay offers
platform components that enable businesses to build applications that
manage automated business processes between systems.
6. How does this differentiate the combined Vignette-OnDisplay company from
other software vendors in the online marketplace and trading network
space?
1) Vignette provides enterprise-class software infrastructure. Vignette
is not in the business of operating horizontal and vertical
marketplaces.
2) Vignette sells using an enterprise software license model; the
revenue model does not depend on transaction fees from customers.
3) Vignette offers a platform on which customers, system
integrators, and independent software vendors can build
customized, reusable applications.
7. What is the significance of this announcement to the industry?
The announcement is significant because it creates the industry's
first platform for "Collaborative Commerce" applications which
automate the shared, essential business processes that facilitate
commerce and customer interaction. This combination also provides the
industry's first end-to-end platform for powering trading networks
and next-generation online marketplaces.
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8. Are there common customers? Who are they?
OnDisplay has over 200 customers and Vignette has over 600 customers.
Given below is a list of customers common to the two companies:
o Associates Corporation
o Bridge
o Carlson
o Children's Television Workshop
o Esselte
o Inflight Online
o International eCommerce
o Mancala
o MMS Holding Co & Subsidiaries
o New Century Network
o New York Life Benefit Services
o Orlando Sentinel
o Purchasing Center
o QuestLink Technology Inc
o Rodale Press
o Sabre
o Sun Sentinel
o Travelocity.com
o Tribune
o Trip.com
9. How does this benefit Vignette's and OnDisplay's customers?
Vignette's strengths in ebusiness are in enabling customer facing
processes while OnDisplay's strengths are in enabling automated
interactions and transactions. Customers will be able to utilize the
combined functionality to construct eBusiness applications that
seamlessly connect customer facing functionality all the way into the
enterprise - and between enterprises to their suppliers and partners
as well.
10. How does this fit into Vignette's overall strategy?
Vignette's strategy has been to provide a complete solution for
eBusiness applications. This acquisition allows Vignette to provide
the first complete platform for "Collaborative Commerce" by combining
its strengths in content management, personalization, syndication,
multi-channel delivery and analytics with the capability for
integrating business transactions within and across enterprises.
11. Are there new markets that Vignette is planning on entering?
The acquisition will provide Vignette with a more comprehensive
solution for B2B trading networks. These include networks and
exchanges developed by brick-and-mortar companies such as Ingram
Micro, Ingram Books, and Grainger, and dot.com marketplaces such as
Sciquest, SiteStuff, and QuestLink. In addition, the XML/EDI and
ERP/supply chain connectivity will enable Vignette to provide
solutions to customers who need to interconnect and automate the
sharing of information within their supply and demand chain of
partners and suppliers.
12. What products and services are now complementary?
The Vignette eBusiness platform now adds the ability to complement
and integrate with companies providing B2B transactional
applications, enterprise applications, and B2B services, such as:
o Procurement systems: Ariba, CommerceOne.
o Dynamic pricing applications: Moai, Tradeum.
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o Supply chain systems: I2, Manugistics.
o ERP systems: SAP, PeopleSoft.
o CRM systems: Siebel.
13. How does the acquisition affect Vignette's relationships with other
companies providing enterprise integration capability?
Trading networks and enterprise customers will always have a
diversity of back-end systems and integration requirements. To meet
these customer needs, Vignette will continue to partner and integrate
with multiple providers of enterprise integration systems, such as
WebMethods, Vitria, Active Software, STC and others.
14. Does this alter Vignette's competitive landscape?
The acquisition broadens Vignette's advantage in B2B opportunities by
providing customers with the ability to integrate with back-end
systems and trading partners. This bolsters Vignette's existing
advantages in business analytics, scalable content management,
campaign management and multi-channel delivery.
15. Will this change the name of the company?
OnDisplay - it's people and it's products - will become part of the
Vignette family and utilize the Vignettte name. The OnDisplay brand
has a strong reputation as a product suite and we will evaluate how
best to maintain that visibility and value.
16. What is the bottom-line take-away message for this announcement?
Vignette is the leading supplier of eBusiness platform capabilities
for building online businesses. A core set of requirements for
successful eBusiness are the abilities to both merchandise and
measure the results of online marketing efforts as well as to be able
to connect to business processes that extend into an enterprise or
across enterprises to suppliers and partners. This move further
strengthens the trust customers place in Vignette to provide the
deepest, broadest application platform for their online businesses.
17. Will Vignette continue to sell OnDisplay's products separately? What is
the strategy for dealing with existing customers? What are the plans for
packaging the offering?
Products from OnDisplay will be added to Vignette's V/5 platform. Our
initial thoughts on how we see products packaged are:
o OnDisplay's CenterStage eIntegrate will become V/5 Integration
Server. It will provide enterprise integration capabilities
across the V/Series Architecture for "tight" integration with
front and back-office applications and legacy systems.
o OnDisplay's Center eBizExchange will become the V/5 Business
Exchange Server. It will provide capabilities for "loose"
integration with suppliers and online marketplaces as part of
the V/5 eBusiness Platform.
o OnDisplay's CenterStage eContent and eSyndicate will be combined
along with the current V/5 Syndication Server to create a vastly
superior version of this product. This will allow us to provide
very powerful capabilities in both syndication and aggregation.
o OnDisplay's CenterStage eNotify will be combined with V/5
Communication Server. The business rules server functionality of
eNotify might be made available in the platform so as to be
accessible from all products.
It is anticipated that the product lines will be integrated in the Q4
timeframe. There will be no impact on existing customers of Vignette
or OnDisplay. As part of the details of integration, we will also
share our migration plans with customers of current products from
OnDisplay.
18. What is the value of this transaction? How is it structured?
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The transaction will be structured as a stock swap at the rate of
1.58 shares of Vignette stock for every share of OnDisplay's. On a
fully diluted basis, this translates into 15% of the combined
company, or about $1.7 billion.
19. How will this acquisition affect Vignette's financial performance going
forward?
We expect that the transaction will push back operating profitability
by 2 Quarters. We are both investing aggressively in our businesses.
We expect to reach operating profitability in the second quarter of
2001 and we expect the transaction to be additive to earnings in the
second half of 2001. And, importantly, the transaction will be
additive for the entire year of 2001.
20. What are the one-time acquisition costs and integration related charges?
While we are not going to give financial guidance for the combined
company at this time, we think that as part of the purchase
accounting for the acquisition, we will have charges, though it is
too early to estimate them.
21. When do you expect the transaction to close?
We expect the transaction to close by Q3, 2000, subject to OnDisplay
stockholder approval and other customary closing conditions.
22. Is Vignette planning to make other acquisitions?
This is part of the company's growth strategy. We expect to continue
to develop new capabilities both through internal development and
through strategic partnerships.
We urge you to read the following regarding the acquisition, including
amendments that may be made to them, because they contain important
information:
- - Vignette's prospectus and prospectus supplements.
- - Vignette's Registration Statement on Form S-4, as amended, containing or
incorporating by reference such documents and other information.
- - OnDisplay's Solicitation/Recommendation Statement on Schedule 14D-9, as
amended.
These documents and amendments to these documents have or will be filed with
the United States Securities and Exchange Commission.
When these and other documents are filed with the SEC, they may be obtained
free at the SEC's web site at www.sec.gov. You may also obtain for free each of
these documents (when available) from Vignette by directing your request to
Kelly Nugent at [email protected] or by fax at 512-306-4325, or from
OnDisplay by directing your request to [email protected] or by fax at
925-355-3222.
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