Filed by Vignette Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: OnDiplay, Inc.
Commission File No. 000-28455
Dear Vignette Partner,
As you probably have heard, on Monday, May 22, Vignette announced a definitive
agreement to acquire OnDisplay, Inc., of San Ramon, Calif. OnDisplay is a
leading provider of business-to-business infrastructure software for powering
next-generation eMarketplaces. OnDisplay products and services enable companies
to quickly deploy and easily manage the integration of data, applications, and
processes -- from back-office to back-office.
---------
Included in this e-mail are a link to the Vignette/OnDisplay media release, a
zipped file containing the briefing presentation (PowerPoint), and an attached
Q&A pdf.
---------
Vignette Corporation To Acquire OnDisplay, Inc.
Vignette V/5 eBusiness Platform Enhanced with Leading Supplier of Solutions for
B2B Commerce, Online Marketplaces, Enterprise Integration Austin, TX (May 22,
2000) Vignette Corporation (Nasdaq:VIGN), the leading supplier of eBusiness
applications, and OnDisplay, Inc. (Nasdaq:ONDS) today announced that they have
signed a definitive merger agreement under which Vignette will issue 1.58
shares of its stock for each outstanding share of OnDisplay. The combination of
Vignette's V/5 suite and OnDisplay's XML-based business-to-business
infrastructure products will create the industry's most comprehensive offering
for companies serious about building businesses online.
To read the entire press release, go to
http://www.vignette.com/CDA/Site/0,2097,1-1-30-72-604-1339,FF.html.
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 Peter Buzzard at [email protected] or by fax at
925-355-3222.
<PAGE>
Dear Valued Vignette Customer,
On Monday, May 22, Vignette Corporation announced a definitive agreement to
acquire OnDisplay, Inc. of San Ramon, California. OnDisplay is a leading
provider of business-to-business infrastructure software for powering
next-generation eMarketplaces. OnDisplay products and services enable companies
like yours to quickly deploy and easily manage the integration of your data,
applications and processes - from back-office to back-office.
This is a major acquisition for Vignette and while we are excited about our
business opportunities, we are even more excited about what this means for you,
our customer.
First, this acquisition helps bring your customers and partners together in the
rapidly growing online marketplace. The need to build relationships with
trading partners and to connect supply and demand chains will grow
significantly in the next year. We want to assure that your online business is
out in front of that growth curve.
Second, it creates the industry's first platform for these "collaborative
commerce" applications. With Vignette's customer-facing applications on the
front end integrated to OnDisplay's automation between back-office systems, you
get a complete end-to-end solution. This means you will have one platform for
coordinating transactions between enterprise systems, suppliers and
distributors, and online marketplaces.
Third, you now have a fully scalable solution from one supplier. You will be
able to leverage the complementary expertise of these two companies that have a
proven track record together and the insight to power next-generation
eMarketplaces.
But this is just to whet your appetite. There is much more to learn about
OnDisplay's products and services and how our newly expanded team will help
drive your efforts to be a leader in online marketplaces.
Check out some FAQs on www.vignette.com or for more product information from
OnDisplay, try www.ondisplay.com. Or, if you have specific questions, contact
me directly at [email protected].
E-business ideas that turn on your brain.
Sincerely,
Greg Peters
CEO, Chairman and President
We urge you to read the following regarding the acquisition, including
amendments that may be made to them, because they contain important
information:
<PAGE>
- - 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 Peter Buzzard at [email protected]
or by fax at 925-355-3222.
<PAGE>
Briefing Materials
Vignette Acquisition of OnDisplay
May 22, 2000
<PAGE>
About Vignette
Leading provider of E-Business applications for companies serious
about building businesses online.
[GRAPHIC OMITTED]
graphic of an upward arrow going from left to right along a timeline from
first quarter 1999 through second quarter 2000 depicting Major VIGN Milestones
Since IPO -- 1Q99 - IPO 2-99; 2Q99 - Acquisition of Diffusion; 3Q99 - IBM
Partnership, CSC Strategic Alliance; 4Q99 - Announced 2-for-1 Stock Split, PwC
Strategic Alliance; 1Q00 - Acquisitions of DataSage and Engine 5; Fourth Quarter
Revenues Up 512%; Andersen Consulting Strategic Alliance; Announced 3-for-1
Stock Split; 2Q00 - Acquisition of OnDisplay, First Quarter Revenues Up 505%
<PAGE>
OnDisplay, Inc.
Leader in business-to-business integration for online marketplaces and trading
networks
O CenterStage Suite of Products -
|X| eBizXChange - business-to-business integration using XML-based
protocols
|X| eIntegrate - application integration with internal systems (e.g. ERP,
CRM, and legacy)
|X| eContent - content aggregation and transformation
|X| eNotify - permission-based alerting
|X| eSyndicate - content syndication for brokering and routing content
among trading partners
|X| XML Connect - B2B XML server for secure, guaranteed XML business
document exchange OnDisplay, Inc.
<PAGE>
O 200+ customers
|X| Industries: industrial supply, MRO procurement, travel, retail,
publishing & media, financial, manufacturing, government, education
and telecommunications
|X| Customers: W.W. Grainger, Harbinger, American Honda, OrderTrust, TPN
Register, AltaVista Shopping.com, Travelocity, FASTXchange,
MicroWarehouse
O 350 employees
<PAGE>
Today's Announcement
o Vignette to acquire OnDisplay for $1.7 billion (all stock transaction)
o Broadens and deepens Vignette V/5
eBusiness Platform
Provides customers with capabilities for coordinating transactions
between enterprise systems, partners, and online marketplaces
o Creates industry's first end-to-end platform for powering trading networks
and online marketplaces
o Aligned "Collaborative Commerce" vision and strong momentum
<PAGE>
Complementary Strategies and Products
[GRAPHIC OMITTED]
Vignette - Customer-facing applications
Computer-to-person
o Content
o Community
o Self-service commerce
o Targeted marketing
o Customer support
Computer-to-computer
o XML
o Business process
o Transactions
o EAI
o Aggregation
o Analysis
OnDisplay - Automated transaction management, enterprise integration
<PAGE>
Broader and Deeper
eBusiness Platform
V2B Services
V/5 Applications
Vignette Application Foundation
V/5 eBusiness Platform -- XML Server
Business Rules Automation
Enterprise Application Integration
ERP -- CRM -- SCM -- Legacy -- Data/Object
<PAGE>
Vignette and OnDisplay -
Connecting Demand and Supply Chains
o Vignette - 660+ customers
|X| Applications: retail storefront, financial services, portals,
self-service o OnDisplay - 200+ customers
|X| Applications: online marketplaces, trading networks
o Vignette + OnDisplay = "Collaborative Commerce" applications
o The time is now -
|X| Exponential growth in online marketplaces
= F1000 and dotcom opportunity
= 700+ identifiable today
= 10,000 by end of 2003
<PAGE>
Emerging Trading Network
Platform Opportunity
o Huge market opportunity
o Trading networks and online marketplaces require a platform
|X| Combines content, customer management, business process automation,
enterprise integration, transaction support, business analysis
|X| Need to continuously add new services, relationships
o Leverage key customer, integrator, and partner relationships to
go-to-market
<PAGE>
It's Not About Web Sites or Web-Based Functionality
[GRAPHIC OMITTED]
Suppliers Buyers
Catalogs
Procurement
Order Fulfillment
Supply/Demand
Planning
Inventory Mgmt.
<PAGE>
It's About "Collaborative Commerce"
[GRAPHIC OMITTED]
B2B B2C
Analyze Understand
Integrate Adapt
Collaborate Communicate
Connect Execute
<PAGE>
Summary of Transaction
o $1.7B stock-for-stock purchase
(representing 15% of pro-forma shares outstanding)
o Expected closing Q3 2000
o Expect initial integration by Q4 2000
o Strong business momentum
<PAGE>
Highlights
o Combined 2,000 person organization
o Combined 800+ total customers; 50+ online marketplace customers
o Complementary products for existing and new customers
o Evolution of Vignette eBusiness platform
o Premiere platform for "Collaborative Commerce"
o Significant competitive differentiation
<PAGE>
Vignette to Acquire
OnDisplay, Inc.
Q&A
1. What did Vignette announce?
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 industrys first platform for Collaborative
Commerceapplications which automate the shared, essential business
processes that facilitate commerce and customer interaction.
o Provide the industrys first end-to-end platform for powering trading
networks and next-generation online marketplaces.
o Broaden and deepen Vignettes 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 OnDisplays 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.
<PAGE>
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.
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 Vignettes 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
Vignettes 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 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
<PAGE>
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 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-goapproach 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.
<PAGE>
7. What is the significance of this announcement to the industry?
The announcement is significant because it creates the industrys first
platform for Collaborative Commerceapplications which automate the shared,
essential business processes that facilitate commerce and customer
interaction. This combination also provides the industrys first end-to-end
platform for powering trading networks and next-generation online
marketplaces.
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 Childrens 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 Trip.com
9. How does this benefit Vignette's and OnDisplays customers?
Vignettes strengths in eBusiness are in enabling customer facing processes
while OnDisplays 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 Commerceby 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
<PAGE>
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.
o Supply chain systems: I2, Manugistics.
o ERP systems: SAP, PeopleSoft.
o CRM systems: Siebel.
13. How does the acquisition affect Vignettes 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 Vignettes competitive landscape?
The acquisition broadens Vignettes advantage in B2B opportunities by
providing customers with the ability to integrate with back-end systems
and trading partners. This bolsters Vignettes existing advantages in
business analytics, scalable content management, campaign management and
multi-channel delivery.
15. Will this change the name of the company?
OnDisplay its people and its products - will become part of the Vignette
family and utilize the Vignette 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 Vignettes V/5 platform. Our
initial thoughts on how we see products packaged are:
o OnDisplays CenterStage eIntegrate will become V/5 Integration Server.
It will provide enterprise integration capabilities across the
V/Series Architecture for tightintegration with front and back-office
applications and legacy systems.
o OnDisplays Center eBizExchange will become the V/5 Business Exchange
Server. It will provide capabilities for looseintegration with
suppliers and online marketplaces as part of the V/5 eBusiness
Platform.
<PAGE>
o OnDisplays 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 OnDisplays 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.
The following is a pictorial representation based on our initial thoughts, of
the V/Series marketecture that would result from the combined offering of
Vignette and OnDisplay. We anticipate that we will have the products integrated
in the Q4 timeframe. This will be verified and validated in the near future.
V2B Services
V/5 Applications
Vignette Application Foundation
V/5 V/5 V/5 V/5 V/5 V/5 V/5
CMS LPS RMS CS SS ADS BXS
18. What is the value of this transaction? How is it structured?
The transaction will be structured as a stock swap at the rate of 1.58
shares of Vignette stock for every share of OnDisplays. On a fully diluted
basis, this translates into 15% of the combined company, or about $1.7
billion.
19. How will this acquisition affect Vignettes 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.
<PAGE>
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 companys 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:
- - Vignettes prospectus and prospectus supplements.
- - Vignettes Registration Statement on Form S-4, as amended, containing or
incorporating by reference such documents and other information.
- - OnDisplays 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 SECs 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.
