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Filed by: ShowCase Corp.
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
Commission File No.: 0-26507
Subject Company: ShowCase Corp.
We urge investors and shareholders of ShowCase to read SPSS's Registration
Statement on Form S-4 and the Prospectus/Proxy Statement of ShowCase and SPSS
included therein, which the parties will file with the U.S. Securities and
Exchange Commission, relating to the merger transaction described below, when
they become available because they will contain important information. These and
other documents relating to the transaction and filed with the SEC, may be
obtained for free at the SEC's web site at http://www.sec.gov. Investors and
shareholders of ShowCase may also obtain each of these documents (when they
become available) for free from ShowCase or from SPSS by directing a request to
the investor relations contact persons identified below.
Contact: Susan Kalell
SPSS Inc.
(800) 5254980
[email protected]
MaryEllen Hartigan
ShowCase Corp.
(847) 685-6557
[email protected]
SPSS INC. TO ACQUIRE SHOWCASE CORP.
Strategic acquisition expands sales channels, boosts professional services
expertise, increases customer base and strengthens financial position
CHICAGO - Nov. 7, 2000 - In yet another move to bolster its position in the
market for analytical customer relationship management (CRM) solutions, SPSS
Inc. (Nasdaq: SPSS) signed an agreement to purchase ShowCase Corp. (Nasdaq:
SHWC), a leading provider of enterprise intelligence solutions. SPSS officials
cite ShowCase's sales channel, professional services expertise, business
intelligence (BI) technology, middle market customer base and complementary
organization as reasons for the acquisition. Subject to review by regulatory
agencies and shareholder approval, this transaction would be the third completed
by SPSS in as many years to strengthen its position in this rapidly growing
marketplace, and its largest acquisition to date.
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The parties expect to conclude the acquisition in the quarter ending March 30,
2001 as a pooling of interests in which SPSS will issue one of its shares for
every three shares of ShowCase common stock. Based on the price of SPSS on
November 6, the transaction would be valued at approximately $94 million.
According to published estimates, the newly combined entity would have revenues
of approximately $210 million in 2000. SPSS management expects the acquisition
to be non-dilutive in 2001 with revenue growth of between 21 and 23 percent.
"SPSS is a leader in analytical solutions which enable organizations to develop
more profitable customer relationships," said Jack Noonan, SPSS president and
CEO, "and we expect this key acquisition to move SPSS ahead in the marketplace,
faster. ShowCase adds to the number of capable people we have selling and
implementing our analytical solutions, broadens our technology, opens us to a
new, solid customer base, brings new management talent and improves our cash
position."
Noonan continued, "The analytical CRM marketplace is growing rapidly, by at
least 50 percent per year, so we must move quickly to increase our share of it.
We are making good progress on internal efforts to transform our sales force,
expand our professional services capacity and scale our technology. We are
augmenting these efforts with critical acquisitions, like our 1998 purchase of
Integral Solutions Ltd. (ISL), which brought us data mining know-how and
technology, and our 1999 acquisition of Vento Software, which brought us
business performance measurement technology and essential professional services
expertise. ShowCase can be another important contributor to developing our
analytical CRM capabilities. As a result, we expect this acquisition to be a key
factor in continuing the rapid growth of our analytical solutions business."
ShowCase develops data repository tools and business intelligence solutions for
the middle market, comprised of companies and divisions with 500 to 5,000
employees. The company has historically delivered solutions operating on AS/400
computing systems but has recently broadened its offerings to run on the Windows
NT platform as well. The AS/400 and Windows NT are computing systems for
mid-size businesses.
ShowCase STRATEGY is the company's complete solution for data storage and
business intelligence. ShowCase also provides the ShowCase Enterprise
Information Portal (EIP), an integrated Web content management and business
intelligence solution that helps companies solve their strategic business
information needs. More than 2,000 customers in 50 countries throughout the
world use ShowCase solutions.
"This agreement benefits all the main stakeholders: customers, shareholders and
employees," said Ken Holec, president and CEO of ShowCase. "Combining the
strengths of ShowCase and SPSS will accelerate our delivery of CRM analytic
solutions, bringing more products to customers and prospects just as the CRM
Analytics and AS/400 markets are poised for explosive growth. A history of
strong balance sheets and earnings, paired with this future market growth
potential, will greatly benefit our shareholders. And our customers can now add
the predictive capabilities of SPSS data mining to the measurement capabilities
of ShowCase analytics. Employees will enjoy pooling expertise and resources to
deliver better solutions faster and will benefit from greater career
opportunities in a larger organization. The interaction of the
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organizations will be facilitated by a common culture that values employee
innovation and dedication."
"SPSS has wisely recognized that the most prudent method for establishing strong
positions in emerging markets is to leverage existing technologies with
complementary people, institutional knowledge and tools from other companies,"
said Robert Moran, Aberdeen Group research vice president and managing director.
"This acquisition is evidence that the company is continuing to round out its
technology suite and smoothing the transition for current and future customers
for analytical CRM and related disciplines."
"SPSS and ShowCase have complementary capabilities, market focus and
technologies," said Noonan. Underscoring that point, he elaborated upon the
following synergies between the companies:
Both SPSS and ShowCase are historically strong in the retail, manufacturing and
consumer packaged goods vertical markets. The newly combined company will also
go to market through other SPSS vertical business units: telecommunications,
healthcare, banking, finance, insurance, market research and the public sector.
ShowCase's professional services expertise in data access and extraction (ETL)
provides the know-how for building data repositories, a critical element within
analytical CRM solutions and an area that the current SPSS professional services
organization is working to develop.
Complementary organizations mean that SPSS can augment its staff in key areas.
In particular, ShowCase employees with enterprise sales experience will join and
significantly expand the SPSS field sales force, including the addition of a
number of sales engineers. This acquisition will increase the size of the SPSS
enterprise sales staff by roughly 60 percent.
Today, there is very little data mining penetration in the middle market. The
ShowCase customer base and target market represent a large opportunity for SPSS
analytical solutions and data mining products.
ShowCase's business intelligence reporting suite, when combined with SPSS
prediction capabilities, delivers both historical and future views of customers
and their behavior. The newly combined company will offer various combinations
of reporting and predictive modeling capabilities based upon proprietary
technology and combined with technology from strategic partners, such as
Hyperion Solutions, whose Essbase for the AS/400 product is marketed by ShowCase
today.
Mark Battaglia, SPSS executive vice president, corporate marketing, noted, "In
addition to increasing our professional services capacity, this acquisition
strengthens CustomerCentric, our flagship analytical CRM solution, by adding
technology that extends the current offering. ShowCase augments our current ETL
capabilities with specialized technology for certain computing platforms. With
Hyperion's Essbase, we expect to add scalable enterprise reporting to
CustomerCentric and extend the benefits of analytics to more people. And, with
the addition of Xpedio content management, we will be able to more fully support
marketing campaigns by
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storing and delivering personalized content, such as product information and
offers, in real-time, based on the predictive models created by our data mining
software."
Battaglia continued, "Because of the previous partnering arrangement we had with
ShowCase, we learned of important ways our technologies could combine to yield
additional benefits. For example, ShowCase's reporting technology can add
functionality to various SPSS data mining and statistical analysis products,
while SPSS deployment technology can add a new dimension to ShowCase's BI
reporting offerings. We look forward to providing more details about our joint
product plans after the deal is completed."
The acquisition also expands the SPSS customer base in the middle market, where
the company can capitalize on the rapid rate at which AS/400 users are adopting
business intelligence solutions. According to Dataquest, the market for business
intelligence software for the AS/400 platform is currently at $1.9 billion and
will measure $7.0 billion by 2002. SPSS products currently run on the
AS/400-compatible AIX and Windows NT platforms, and work is under way to make
these products available on the AS/400 in native mode.
"This is great news for the market," said Jeff Rodek, CEO of Hyperion. "Both
SPSS and ShowCase offer solutions that enable organizations to get more
information out of their data - and this merger will enhance and expand those
solutions. Hyperion has strong existing relationships with both organizations
and we look forward to extending our alliance with the combined company. We are
expecting to aggressively expand our referral relationship for sales
opportunities and to have SPSS use Hyperion EssShowCasee in a range of
applications. In addition, we are looking at incorporating SPSS data mining
technology into our OLAP engine."
The total number of employees for the combined company will be almost 1,300.
These additions will fill key openings at SPSS and include members of ShowCase's
sales, marketing, development and professional services staff, as well as key
management personnel.
"Along with providing these additions of human capital, customers and
technology, the ShowCase acquisition should also positively affect our financial
performance," said Edward Hamburg, SPSS Inc.'s Chief Financial Officer. "They
have a great balance sheet and recently re-established an impressive rate of
revenue growth. The combined company could have almost $30 million in cash even
after absorbing transaction and restructuring costs, which would give us
additional operational flexibility and opportunities for growth. We would
further benefit from the higher top-line growth, perhaps pushing us over the 20
percent mark in 2001 and approaching 25 percent as early as 2002."
"Our primary task will be to expand upon ShowCase's return to profitability and
integrate them to work within our operating model," Hamburg stressed.
"Sufficient synergies and cost savings appear to exist to enable us to meet
current published earnings estimates for 2001; extended analysis indicates that
this acquisition could become accretive in the following year."
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: Safe Harbor for forward-looking statements: The statements in this news
release relating to anticipated revenues and whether the transaction will be
non-dilutive involve known and unknown risks and
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uncertainties, which may cause the combined company's actual results in future
periods to be materially different from any performance suggested in this
release. Such factors may include, but may not necessarily be limited to, the
ability to achieve material cost savings in the merged business and market
conditions. Also, SPSS' ability to integrate SPSS' and ShowCase's operations can
have an impact on financial performance. In the context of forward-looking
information in this news release, reference is made to the discussion of risk
factors detailed in SPSS' and ShowCase's filings with the Securities and
Exchange Commission during the past 12 months.
About SPSS Inc.
SPSS Inc. enables organizations to develop more profitable customer
relationships by providing analytical solutions that discover what customers
want and predict what they will do. The company delivers analytical solutions at
the intersection of customer relationship management and business intelligence.
SPSS analytical solutions integrate and analyze market, customer and operational
data in key vertical markets worldwide, including telecommunications,
healthcare, banking, finance, insurance, manufacturing, retail, consumer
packaged goods, market research and the public sector.
Headquartered in Chicago, SPSS has more than 40 offices, over 900 employees and
1999 revenues of $142 million. The company also has won the following awards:
No. 77 on Forbes 2000 list of the "200 best small companies" and as the 22nd
most profitable company on the Nasdaq exchange by Equities magazine; 1999 World
Class Solution award in business intelligence and named "best decision support
system for business intelligence" in the 1999 RealWare award competition; No. 14
in DM Review's 1999 Data Warehouse Top 100; placed No. 16 on the 2000 Softo
letter 100, a ranking of the top 100 personal computer software companies in the
United States; No. 115 in the 2000 Software 500, a ranking of the world's
largest software vendors by Software Magazine; and listed on Working Mother
magazine's 100 Best Companies for Working Mothers for 2000. For more
information, visit www.spss.com.
About ShowCase Corporation
ShowCase Corporation provides Enterprise Intelligence solutions to help
companies discover and seize business opportunities in an evolving global
marketplace. ShowCase offers the first integrated Web content management and
business intelligence solution to help companies solve their strategic business
information needs. Through a worldwide team, ShowCase offers reporting and
analytic solutions in areas such as financial management and customer
relationship management (CRM). The ShowCase Web site can be found at
www.ShowCaseCorp.com.
Hyperion and Essbase are registered trademarks of Hyperion Solutions Corp.
Additional Information and Where to Find It
SPSS will file a Registration Statement on Form S-4 and other relevant documents
with the SEC in connection with the merger, and SPSS and ShowCase will mail a
Prospectus/Proxy Statement to shareholders of ShowCase containing information
about the merger.
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Investors and shareholders of ShowCase are urged to read carefully the
Registration Statement, the Prospectus/Proxy Statement and other documents to be
filed with the SEC when they are available. The Registration Statement,
Prospectus/Proxy Statement and other filings will contain important information
about SPSS, ShowCase, the merger, the persons soliciting proxies relating to the
merger, their interests in the merger, and related matters. When these documents
are filed with the SEC, investors and shareholders of ShowCase will also be able
to obtain free copies of these documents by contacting the investor relations
contacts identified above. In addition to the Registration Statement and the
Prospectus/Proxy Statement, SPSS and ShowCase file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by the parties at the
SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or
at any of the SEC's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. The filings with the SEC are also available to
the public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
INVESTORS SHOULD READ THE PROSPECTUS/PROXY STATEMENT CAREFULLY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS. NOTHING HEREIN SHALL
CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE.
Solicitation of Proxies; Interests of Certain Persons in the Merger.
SPSS, ShowCase and their respective directors and executive officers, who may be
considered participants in this transaction, and certain other members of
management and employees may be soliciting proxies from ShowCase's shareholders
in favor of approval and adoption of the merger agreement. The identity of and
additional information about the officers and directors of SPSS and ShowCase can
be found in each company's Proxy Statement and Form 10-K filed with the SEC. The
filings with the SEC are available to the public from commercial
document-retrieval services and at the Web site maintained by the SEC at
http://www.sec.gov.
