Filed by Vignette Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: OnDiplay, Inc.
Commission File No. 000-28455
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 and SAN RAMON, CA - 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.
OnDisplay's business-to-business, "B2B" infrastructure products enable
organizations to integrate more closely with their customers, suppliers and
business partners through the real-time exchange of information and
transactions. OnDisplay's XML technology allows critical business information -
such as purchase orders, inventory status checks, invoices and product catalog
data - to be integrated, aggregated and exchanged between multiple suppliers
and distribution partners quickly and efficiently. This functionality increases
a business's online selling effectiveness and extends its trading networks to
suppliers and vertical marketplaces through secure, guaranteed online
connections.
"Our customers increasingly require coordination between enterprise systems,
suppliers, and multiple online marketplaces. OnDisplay's strong market
momentum, world-class customers and powerful XML-centric architecture are a
natural complement to Vignette," said Greg Peters, President and CEO Vignette.
"The acquisition of OnDisplay furthers Vignette's stated mission to provide the
broadest and deepest application platform to support the needs of companies who
are serious about building businesses online."
Vignette's recently announced V/5 eBusiness Plaform provides an open and
scalable high-performance architecture, a suite of integrated products
providing personalization,
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content management, campaign management, customer analysis, syndication and
multi-channel communications capabilities, and a high-level application
foundation for creating and managing componetized eBusiness applications.
Together, Vignette and OnDisplay will offer eBusiness applications that power
automated cross-enterprise transactions and highly personalized end-user
interaction.
Customer Benefits -- Collaborative Commerce
The combined Vignette and OnDisplay product lines provide personalized end-user
interaction, market-leading content management, inter-enterprise application
integration, transaction support, business process automation, and
comprehensive business analysis - all of the critical application functionality
for running a business online, leveraging back-office data and managing
relationships with suppliers, vendors and customers.
B2B commerce requires automation of business transactions between trading
partners and integration of back-office systems with web-based commerce
systems. For example, purchase orders implemented as cXML based transactions or
connections to ERP systems using standard XML interfaces will increasingly be
required for online marketplaces and the Fortune 1000 companies who wish to
participate in them. Combining the business process automation capabilities of
OnDisplay with the real-time personalization, analysis and content management
capabilities of Vignette's V/5 eBusiness platform will enable companies to
tightly coordinate their suppliers and distributors to create true
"collaborative" commerce.
The Combined Company
The acquisition further solidifies Vignette's leadership position in the
eBusiness applications market. With the acquisition, Vignette will have
approximately 2,000 employees, 870 customers and global operations - from the
U.S. to South America, Europe, Asia and Australia. The acquisition adds leading
trading networks and online marketplaces to Vignette's customer base, already
the largest in the industry. OnDisplay's customers span the manufacturing,
healthcare, life sciences, and construction industries and include W.W.
Grainger, Sciquest.com, FuelQuest.com, PurchasePro.com, Harbinger.net, Aspect
Development and TPN Register. The two
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companies share more than 20 joint customers today, including, The Associates
Corporation, PurchasingCenter.com, QuestLink Technology, Inc., Sabre,
Travelocity.com, The Tribune Corporation, and Trip.com.
"Our eMarketplace customers have told us how important a complete and
integrated solution is - one that both reaches out to consumers and back to
suppliers, vendors and the back-office. Together with Vignette we now provide
the industry's only true end-to-end solution," said Mark Pine, chairman and CEO
of OnDisplay. "The vision, technology and cultural fit with Vignette will
create an unbeatable combination for our customers to build their online
businesses."
Key Technologies
OnDisplay's solutions for B2B commerce, online marketplaces and enterprise
integration complement Vignette's V/5 platform and include:
eBizXchange.
OnDisplay's B2B integration application for secure, real-time business document
exchange among trading partners, using xML-based protocols.
eIntegrate.
A powerful application for integrating the e-business site with internal ERP,
CRM and legacy systems.
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.
eNotify.
A permission-based alerting system for event-based notification.
eSyndicate.
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A robust and scalable application for content syndication using a
publish/subscribe paradigm for brokering and routing content among trading
partners.
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.
Terms of the Agreement
In a stock-for-stock, tax-free transaction, each outstanding share of OnDisplay
will be exchanged for 1.58 shares of Vignette. Based on fully diluted shares
outstanding and both companies' closing price as of Friday, May 19, this
transaction represents a purchase price of approximately $1.7 billion. Vignette
will account for the transaction using purchase accounting and expects to close
the transaction in the third quarter, subject to approval by OnDisplay's
stockholders and other customary closing conditions.
About Vignette Corporation
Vignette Corporation (Nasdaq: VIGN) is the leading supplier of eBusiness
applications. Vignette's products enable businesses to create and extend
relationships with prospects and customers and ease high-volume transaction
exchanges with suppliers and partners, all of which enhances customer
satisfaction. Vignette powers more than 600 leading eBusinesses. Headquartered
in Austin, Texas, Vignette Corporation has offices located throughout Europe,
Asia, and in Australia and can be found on the Web at http://www.vignette.com.
About OnDisplay
OnDisplay is a leading provider of e-business infrastructure software
applications for powering e-business portals and e-marketplaces. In January
2000, OnDisplay acquired Oberon Software, a leading provider of business
process automation software and services for enabling e-business communities.
OnDisplay's product suite enables customers to increase their online selling
effectiveness and extend their trading networks
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to suppliers and vertical marketplaces. OnDisplay is located in San Ramon,
California and can be reached at http://www.ondisplay.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of
the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on the current expectations and beliefs of
managements of Vignette and OnDisplay and are subject to a number of factors
and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. In particular, the following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: failure of the transaction
to close due to the failure to obtain regulatory or other approvals; failure of
the OnDisplay stockholders to approve the merger, if that approval is
necessary; the risk that the Vignette and OnDisplay businesses will not be
integrated successfully and unanticipated costs of such integration; failure of
the combined company to retain and hire key executives, technical personnel and
other employees; failure of the combined company to manage its growth and the
difficulty of successfully managing a larger organization; failure of the
combined company to successfully manage its changing relationships with
customers, suppliers and strategic customers; failure of the combined company's
customers to accept the new service offerings and, in particular, the risk that
businesses and consumers may not adopt the Internet for electronic commerce as
rapidly as anticipated; the risk that security breakdowns on the Internet might
adversely affect the growth of electronic commerce; and competition in the
various markets serviced by the combined company.
For a detailed discussion of these and other cautionary statements, please
refer to the registration statement to be filed by Vignette and OnDisplay with
the Securities and Exchange Commission, as well as the companies' respective
Forms 10K and 10Q filed with the Securities and Exchange Commission. When these
and other documents are filed with the SEC, they may be obtained free of charge
at the SEC's Web Site at http://www.sec.gov. These documents may also be
obtained from Vignette or OnDisplay by directing such requests to the respective
address listed below.
Press contacts:
Mike Berman, Director of Public Relations, Vignette Corporation, 512-306-4910,
[email protected]
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Leah Bibbo, Public Relations Manager, OnDisplay, 925-480-1125,
[email protected]
Investor Relations:
Kellie Nugent, Manager Investor Relations, Vignette Corporation, 512-306-4541,
[email protected] Debbie Demer, Demer IR Counsel, Investor Relations for
OnDisplay, 925-938-2678, [email protected]
6
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Conference Call Script
Confidential
Good morning and thank you for joining us to discuss our acquisition of
OnDisplay. With me today are Mark Pine, Chairman and CEO of OnDisplay as well
as Vignette Officers Bill Daniel, Senior Vice President of Products, and Joel
Katz, our Chief Financial Officer. Before we begin, I'd like to ask Joel to
read the required disclosure regarding forward looking statements.
[JOEL]
Our comments today include forward-looking statements relating to Vignette that
involve risks and uncertainties including, but not limited to, quarterly
fluctuations in results, the management of growth, market acceptance of certain
products and other risks. Prospective investors are cautioned that
forward-looking statements are not guarantees of future performance. Actual
results may differ materially from management expectations.
[GREG]
We are very excited to announce this morning the news of the acquisition of
OnDisplay, based in San Ramon, California. This is a very exciting and
important day for both companies.
For a while now you have been hearing us talk about enabling e-business
applications through a broad and deep software platform addressing both the b2c
and b2b marketplaces. Customers today are looking to improve and extend their
interactions and
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relationships with both end-user customers and trading partners. To achieve
this, they require one common platform. We have often discussed our mission to
provide our customers with the broadest and deepest capabilities to support
what are clearly mission-critical eBusiness applications. This acquisition is
the next logical step for Vignette in enhancing the capabilities of its V/5
eBusiness Platform in that it will provide our customers with the ability to
coordinate transactions between their enterprise systems, suppliers and
distributors, and with multiple online marketplaces. We believe these
capabilities are a key requirement for what we see as the next generation of
eBusiness applications and clearly extend our existing market-leading platform
by adding important technology for enabling B2B relationships and transactions.
OnDisplay is a leading provider of B2B infrastructure software for powering
next-generation online marketplaces. The company is focused primarily on
technology that: o Integrates data, applications and processes from back-office
systems to the web o Enables the exchange of business documents and
transactions between enterprises using
open standards based XML
o Enables the capture and transformation of content from heterogeneous
sources for sharing amongst trading partners.
Put simply, Vignette enables eBusinesses to build applications that manage
relationships with people: commerce, customer service, targeted marketing.
OnDisplay enables eBusinesses to build applications that manage automated
business processes. These worlds are coming together.
<PAGE>
We have made this acquisition primarily for three reasons:
o The next wave of eBusiness applications will require interacting with
multiple back-end systems and with business partners and online
marketplaces. Today, Vignette's V/5 eBusiness Platform provides the
industry's most complete solution for customer-facing Internet
applications. This acquisition significantly broadens and deepens the
capabilities of Vignette's platform to also encompass the
coordination of transactions with the enterprise systems, suppliers
and distributors that support commerce and customer interaction.
o The acquisition enables the combined company to pursue the market for
powering trading networks and next-generation online marketplaces.
Forrester Research estimates that 53% of their projected $2.7
trillion in business-to-business commerce in 2004 will be transacted
through online marketplaces. Gartner Group estimates that there will
be 10 thousand of these online marketplaces within 3 years. 72% of
these marketplaces are built today on homegrown technology and we
believe there is a significant market opportunity to provide a
technology platform for powering these applications.
o The companies are aligned in their vision of the future of online
commerce. We both believe that the future of eBusiness applications
will be to automate the shared, essential business processes that
facilitate commerce and customer interaction. This vision for what
we, and others, call "Collaborative Commerce" presents a unique
opportunity for enabling entirely new business models and
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efficiencies. Combined we are now uniquely suited to pursue this
vision and to empower our customers to successfully create
Collaborative Commerce systems.
At this time I would like to have Bill Daniel further discuss these benefits.
[BILL DANIEL]
We are seeing an increasing need expressed by our customers for
cross-enterprise automation of business transactions - not just in the online
marketplaces and trading networks but also between large enterprises in
one-to-one or one-to-many combinations. XML-based methods for accomplishing
these transactions are preferred because they can be based on open standards
and allow for the "loosely-coupled" type of transaction required between
separate enterprises. At the same time, the more visionary customers we talk to
are also anticipating collaboration beyond just transactions - they anticipate
a need to provide things like enhanced reporting and analytic capabilities for
their customers and partners, shared logistics services and information to
partners, and other enhanced services in areas like finance (escrow, payment
guarantees, credit), payment processing (interbank transfers), and even
accounting (integration with GL of customers, single view of transaction
payments on a worldwide basis).
In order to provide these types of applications and services to their customers
and partners, businesses need an application platform that can provide both
customer-facing, interaction oriented capabilities as well as
computer-to-computer, automation and integration capabilities. Without an
end-to-end solution that covers both ends of this
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spectrum, extensive systems integration work is required for every new
application need identified. The combination of OnDisplay and Vignette platform
technologies provides our customers with what we feel is the best solution to
this problem.
Finally, this acquisition significantly broadens and deepens Vignette's V/5
eBusiness Platform. We have been providing what we believe are the best
customer-facing applications with our StoryServer and Syndication Server
products in both B2C and B2B implementations for some time. The needs of our
B2B customers who have been focused on the automation of their demand chains
(partners, distributors, dealers, etc.) have been guiding our product strategy.
By broadening the V/5 platform to include capabilities for coordinating
transactions between enterprise systems, suppliers and distributors, and online
marketplaces, we can now provide a more complete offering for the C2B2B
applications they desire to implement in the future. We believe this better
positions Vignette for a much broader opportunity in this new market.
I'd like to turn it back over to Greg.
[GREG]
OnDisplay has a very impressive list of customers that are enabling B2B trading
networks and eMarketplaces. As of March 31st, OnDisplay had over 200 customers
including about 20 companies who are existing Vignette customers. These
customers include The Associates Corporation, Carlson, Children's Television
Workshop, Mancala, New York Life Benefit Services, The Orlando Sentinel,
PurchasingCenter.com,
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QuestLink Technology, Inc., Sabre, Travelocity.com, The Tribune Corporation,
and Trip.com.
In addition, OnDisplay has approximately 350 employees, including a substantial
direct sales organization. We believe this combination will accelerate our
combined companies' penetration of the market.
Let me ask Joel to give say a few things about the financial aspects of the
transaction.
[JOEL ]
As noted in the press release, we plan to account for this acquisition using
purchase accounting, consistent with prior acquisitions done by the company. On
a fully diluted basis, we will be issuing approximately 40 million shares and
options for this acquisition. We expect this acquisition to close in the 3rd
quarter of this year. We will provide detailed financial guidance once the
transaction is closed. Both of our businesses are performing well and we expect
to accelerate that performance by combining them. Focusing first on revenue, we
expect that the transaction will be additive to revenue immediately. The market
opportunity for the combined company is greater than for each of the companies
alone. Focusing now, on operating profitability, we expect the transaction will
increase our losses for Q3 and Q4 of 2000 and the first quarter of 2001,
pushing our operating profit breakeven point out by two quarters, from the 4th
quarter of this year to the 2d quarter of 2001. We expect the transaction to be
accretive to earnings
<PAGE>
for the second half of 2001. More importantly, we expect the transaction to be
accretive to earnings for the full year 2001.
We have been cash positive for the past three quarters and the combined company
will have in excess of $500 million in cash. We anticipate incurring customary
acquisition related charges on which we will provide more guidance in
connection with our Q2 earnings release conference call.
[GREG]
In summary, we believe today's announcement is extremely important for Vignette
and the industry. This combination creates the industry's first platform for
"Collaborative Commerce" applications. Collaborative commerce is much more
powerful and complicated than just buying and selling online. A b2b transaction
represents the intersection of two trading chains - buyers and sellers are
dependent on material and products from multiple partners in this chain. The
automating and sharing of information and business processes across these
groups are required to ensure the delivery of the right product to the right
person at the right time. This is a very complex requirement but one necessary
to achieve the potential optimization of economics through next generation
trading networks and online marketplaces.
The combination of OnDisplay products with the Vignette V/5 eBusiness Platform
creates the first end-to-end platform for addressing both the b2c and b2b
marketplaces. This further differentiates Vignette from our competitors. In the
same way that our
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acquisition of DataSage made us subtantially "broader" than others in this
space, this acquisition further extends our platform footprint. Our customers
tell us that they need to move much too quickly to have to deal with lengthy
product integration cycles and that, so long as the architecture remains very
open and supports current and emerging standards such as XML and J2EE, they
would prefer to purchase broad platform product suites. OnDisplay's deep
capabilities around enterprise integration, XML-based transaction processing,
and product data syndication and aggregation are capabilities that will require
our competitors to pursue multiple relationships and perform multiple
integrations in order to provide. This makes Vignette a much stronger and more
strategic partner for our customers.
This business combination is further enhanced by a complementary culture and
business model that exists between our two organizations. We intend to leverage
these organizations to maximize the opportunity that stands before us.
I would now be happy to open the call for questions.
<PAGE>
Briefing Materials
May 22, 2000
<PAGE>
About Vignette
The leading provider of E-Business applications for companies serious about
building businesses online.
1Q 99
- IPO 2-99
2Q 99
- Acquisition of Diffusion
3Q 99
- IBM Partnership
- CSC Strategic Alliance
4Q 99
- Announced 2-for-1 Stock Split
- PWC Strategic Alliance
1Q 00
- Acquisition of DAtaSage and Engine 5
- Fourth Quarter Revenues up 512%
2Q 00
- Andersen Consulting Strategic Alliance
- Announced 3-for-1 Stock Split
- First Quarter Revenues up 505%
- Acquisition of OnDisplay
Major VIGN Milestones Since IP
<PAGE>
OnDisplay, Inc.
Leader in business-to-business integration for online marketplaces and trading
networks
CenterStage Suite of Products -
o eBizXChange - business-to-business integration using XML-based
protocols
o eIntegrate - application integration with internal systems (e.g. ERP,
CRM, and legacy)
o eContent - content aggregation and transformation
o eNotify - permission-based alerting o eSyndicate - content
syndication for brokering and routing content among trading partners
o XML Connect - B2B XML server for secure, guaranteed XML business
document exchange
<PAGE>
OnDisplay, Inc.
200+ customers
o Industries: industrial supply, MRO procurement, travel, retail,
publishing & media, financial, manufacturing, government, education
and telecommunications
o Customers: W.W. Grainger, Harbinger, American Honda, OrderTrust, TPN
Register, AltaVista Shopping.com, Travelocity, FASTXchange,
MicroWarehouse
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
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Complementary Strategies and Products
Vignette - Customer-facing applications
- Self-Service commence
A. Computer-to-person
1. Community
2. Content
3. Targeted marketing
4. Customer support
B. Computer-to-computer
1. XML
2. Business process
3. Transactions
4. Analysis
5. Aggregation
6. EAI
OnDisplay - Automated transaction management, enterprise integration
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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
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Vignette and OnDisplay -
Connecting Demand and Supply Chains
o Vignette - 660+ customers -
Applications: retail storefront, financial services, portals, self-service
o OnDisplay - 200+ customers -
Applications: online marketplaces, trading networks
o Vignette + OnDisplay =
"Collaborative Commerce" applications
o The time is now -
Exponential growth in online marketplaces
> F1000 and dotcom opportunity
> 700+ identifiable today
> 10,000 by end of 2003
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Emerging Trading Network
Platform Opportunity
o Huge market opportunity
o Trading networks and online marketplaces require a platform
Combines content, customer management, business process automation,
enterprise integration, transaction support, business analysis 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
Suppliers Buyers
Catalogs
Procurement
Order Fulfillment
Supply/Demand
Planning
Inventory Mgmt.
<PAGE>
It's About "Collaborative Commerce"
B2B B2C
Analyze Understand
Integrate Adapt
Collaborate Communicate
Connect Execute
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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
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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
