<PAGE>
Filed by eGain Communications Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed file and pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: eGain Communications Corporation
Commission File No. 000-30260
FOR IMMEDIATE RELEASE
eGAIN TO ACQUIRE INFERENCE CORP. TO EXPAND TECHNOLOGY LEADERSHIP AND
DISTRIBUTION IN GLOBAL CUSTOMER RELATIONSHIP MANAGEMENT MARKET
Acquisition Builds on eGain's Strength in Web-Based, Multi-Channel Customer
Communications; Adds Proven Knowledge Management Expertise and Global Reach
SUNNYVALE, Calif. (March 16, 2000) - eGain Communications Corp. (Nasdaq: EGAN)
and Inference Corp. (Nasdaq: INFR), two companies at the forefront in customer
relationship management (CRM) for the Internet Age, today announced a definitive
agreement under which eGain will acquire Inference in exchange for common stock.
The acquisition brings together eGain's strength in Web-based, multi-channel
customer communications with Inference's powerful customer profiling and contact
center support capabilities.
The acquisition represents another important step in eGain's strategy to
extend its leadership in building customer-centric interactive enterprises for
Global 2000 and emerging dot.com businesses. As a result of the acquisition,
eGain will more than double the size of its global sales, integration and
development organization and customer base. It will also significantly expand
its European business, and add critical new product and technology components to
its powerful platform for customer communications and interaction.
The merger, which will be accounted for as a purchase transaction, is
valued at approximately $78.6 million based on the average closing price of
eGain's common stock over the 20 trading days ending on March 15, 2000. Under
the terms of the agreement, Inference shareholders will receive 0.1865 shares
of eGain common stock for each share of Inference common stock. This exchange
ratio is subject to adjustment if the average closing price of eGain's common
stock is above or below specified ranges. Upon completion, Inference
stockholders will own approximately 5.5 percent of eGain's fully diluted common
stock. The merger is subject to Inference stockholder and government regulatory
approvals and is expected to be completed within the next 90 days.
<PAGE>
"eGain and Inference address one the most vital markets in eBusiness--
creating the Web-based infrastructure for 21st Century customer-centric
enterprises," said Ashutosh Roy, chairman and chief executive officer of eGain.
"This merger will take our solution set and customers to the next level of
customer interaction. By integrating Inference's knowledge management
technologies with our entire product line-- including e-mail, live Web,
telephone, voice-over IP and self-service solutions-- eGain can deliver a more
relevant and rewarding experience at every touch point with the customer."
According to International Data Corporation (IDC), the global customer
call center service market will more than double by 2003, reaching an estimated
$58.6 billion, including consulting, service and outsourcing. In addition, IDC
estimates spending for e-support solutions will jump dramatically from under $2
billion in 1998 to over $14 billion in 2003. IDC defines e-support solutions as
Internet-based tools and services that are designed to deliver customer care for
any client, anywhere at anytime.
"The Inference purchase propels eGain into the international marketplace
and increases its e-services market share," said Donna Fluss, GartnerGroup
analyst, Customer Service and Support Strategies.
Known for its expertise in knowledge management technology to improve the
performance of customer contact centers and Web-to-customer interactions,
Inference helps more than 250 companies around the world deliver a more
personalized, relevant and intimate customer facing experience through the
sales, service and support lifecycle. eGain and Inference already have forged a
strong technology and marketing partnership, which includes the integration and
marketing of eGain Mail, the company's award-winning email management system,
with Inference's k-Commerce Support product suite. The two companies
<PAGE>
have common customers around the world including AOL, Thomson Consumer
Electronics (RCA.com), 3Com, Sykes, the Italian Post Office and the two largest
Internet banks in the United Kingdom.
"This is a market-driven winning combination. Many of our customers
have experienced the strong value proposition of our combined solution set and,
in fact, have asked for this merger," said Gunjan Sinha, president of eGain.
"The union provides critical mass in employees and customers, and strengthens
our distribution worldwide."
"The combination of our two companies will help bring contact centers
into the Internet Age," said Charles W. Jepson, president and CEO of Inference
Corporation. "No other company brings together such a comprehensive suite of
communication channel solutions with the proven ability to profile customers in
real time. The result will be more effective customer communications, whether
it's through an automated Web-based response or an assisted e-mail or telephone
call center interaction."
Keith Jenkins, senior vice president of member services, America Online,
Inc., said, "We enjoy a positive working relationship with both Inference and
eGain, and we're excited about the synergies that will result from their merger.
This new combination of innovative companies will help provide a single focus as
we continue to bring our more than 21 million members the best possible customer
service and support."
The combination of the two Bay area companies will create a global
organization with sales and services in over 18 countries. eGain now serves 450
customers with over 500 employees, and has 30 sales offices, including over a
dozen distributors.
About Inference Corporation
Inference Corporation (NASDAQ: INFR) is a leading provider of software and
services that deliver personalized one-to-one sales, service and support over
the Web. Its k-Commerce(TM) Sales e-merchandising software helps e-tailers know
their Web visitors, anticipate their needs and target offers to turn lookers
into buyers. In addition, k-Commerce(TM) Support Enterprise, the company's e-
service and support product, guides customers to solutions through an easy
exchange of questions and answers regardless of how they contact you. Both
products ensure a highly personalized customer experience to build long-term
customer relationships.
Headquartered in the San Francisco Bay Area, with international headquarters
near London, England, Inference supports its customers from offices throughout
North America and Europe through a global professional services organization.
For further information, contact Inference at 415-893-7200, send an e-mail to
[email protected] or visit www.inference.com.
About eGain Communications Corp.
eGain (Nasdaq:EGAN) is a leading provider of integrated, multi-channel e-
customer communications solutions. To help businesses deliver a superior
customer experience and establish profitable, long-term customer relationships,
eGain offers licensed and hosted applications for email management, interactive
Web and voice collaboration, intelligent self-help agents, and proactive online
marketing. Built using a Web-native architecture, the eGain platform provides
robust scalability, global access, diverse integration, and rapid deployment.
Based in Sunnyvale, California, with offices worldwide, eGain has over 200
customers, including AOL, CNBC, 3Com, Home Depot, Wallgreens, GTE, Real Networks
and USWeb/CKS. For more information about eGain, please visit
http://www.egain.com, or call the company's offices - US: (888) 603-4246,
London: +44 (0) 118 988 0266, Sydney: 612-8923-2661.
###
Cautionary Note Regarding Forward-looking Statements under the Private
Securities Litigation Reform Act of 1995: Statements in this press release that
involve eGain and Inference's expectations, hopes, plans, intentions, or
strategies regarding the future are forward-looking statements based on current
management expectations. These forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ materially. These
risks and uncertainties include but are not limited to: the possibility that the
merger may not be consummated due to failure to obtain timely regulatory and
shareholder approval or some other reason; the ability to integrate the two
businesses successfully after the transaction is complete; and the ability of
the combined business to compete successfully. For a more extensive list of
those risks, we refer you to the risk factors listed on the proxy
statement/prospectus to be filed with the SEC in connection with the merger.
Additional Information and Where to find It
eGain plans to file a Registration Statement on SEC Form S-4 in connection with
the merger, and eGain and Inference expect to mail a Proxy Statement/Prospectus
to Inference stockholders containing information about the merger. Investors and
security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about eGain, Inference, the merger and related matters. Investors and security
holders will be able to obtain free copies of these documents through the
website maintained by the U.S. Securities and Exchange Commission at
www.sec.gov. Free copies of the
- -----------
Proxy Statement/Prospectus and these other documents may also be obtained
from eGain by accessing the Investor Relations portion of eGain's website at
www.egain.com or by sending a request to eGain Communications Corp.,
- -------------
455 W. Maude Ave., Sunnyvale, CA 94086, attention: Investor Relations,
telephone: 408-212-3400, or from Inference by accessing the Investor Relations
portion of Inference's website at www.inference.com or by sending a written
-----------------
request to Inference Corp., 100 Rowland Way, Novato, CA 94945, attention:
Investor Relations, telephone: 415-893-7200.
The Inference logo, k-Commerce and the k-Commerce logo are trademarks of
Inference Corporation in the United States and other countries.
eGain, eGain Mail, eGain Live, eGain Voice, eGain Campaign, eGain Inform, eGain
Assistant and eGain Hosted Network are trademarks of eGain Communications
Corporation.
All other company names and products are trademarks or registered trademarks of
their respective companies.
Media Contact:
Paula Contos Dunne
Neale-May & Partners
650-328-5555 x 113
408-229-7721 pager
[email protected]
- -------------------
Investor Contact:
Michele LaGrone
FRB
415-296-2258
[email protected]
- ---------------------
Company Contacts:
Robin McDavid
eGain
408-212-3365
[email protected]
- ------------------
N. Nobby Akiha
Inference
415-893-7210
[email protected]
- -------------------------
<PAGE>
FOR IMMEDIATE RELEASE
eGain Releases Additional Information on its Definitive Agreement to Acquire
Inference Corporation
SUNNYVALE, Calif. (March 16, 2000) - eGain Communications Corp. (Nasdaq: EGAN)
followed up its announcement earlier today of a definitive agreement to acquire
Inference Corp. (Nasdaq: INFR). Under the terms of the agreement, Inference
shareholders will receive 0.1865 shares of eGain common stock for each share of
Inference common stock. This exchange ratio is subject to a "collar" mechanism
of 10% above and below $53.906, the 20 day average closing price for eGain's
common stock as of March 15, 2000. The collar mechanism will be employed three
days prior to closing of the proposed merger. At that time, in the event the
20 day average closing price for eGain's common stock exceeds $59.297, the
exchange ratio will be lowered so that Inference shareholders will receive
eGain shares totaling approximately $87 million in value. Similarly, in the
event the 20 day average closing price for eGain's common stock is below
$48.516, the exchange ratio will be increased so that Inference shareholders
will receive eGain shares totaling approximately $71 million in value.
Upon completion, assuming a $79 million value, Inference stockholders
will own approximately 5.5 percent of eGain's fully diluted common stock. The
merger is subject to Inference shareholder and government regulatory approvals
and is expected to be completed within the next 90 days.
About Inference Corporation
Inference Corporation (NASDAQ: INFR) is a leading provider of software and
services that deliver personalized one-to-one sales, service and support over
the Web. Its k-Commerce(TM) Sales e-merchandising software helps e-tailers know
their Web visitors, anticipate their needs and target offers to turn lookers
into buyers. In addition, k-Commerce(TM) Support Enterprise, the company's e-
service and support product, guides customers to solutions through an easy
exchange of
<PAGE>
eGain to Acquire Inference, Page 2
questions and answers regardless of how they contact you. Both products ensure a
highly personalized customer experience to build long-term customer
relationships.
Headquartered in the San Francisco Bay Area, with international headquarters
near London, England, Inference supports its customers from offices throughout
North America and Europe through a global professional services organization.
For further information, contact Inference at 415-893-7200, send an e-mail to
[email protected] or visit www.inference.com.
About eGain Communications Corp.
eGain (Nasdaq:EGAN) is a leading provider of integrated, multi-channel e-
customer communications solutions. To help businesses deliver a superior
customer experience and establish profitable, long-term customer relationships,
eGain offers licensed and hosted applications for email management, interactive
Web and voice collaboration, intelligent self-help agents, and proactive online
marketing. Built using a Web-native architecture, the eGain platform provides
robust scalability, global access, diverse integration, and rapid deployment.
Based in Sunnyvale, California, with offices worldwide, eGain has over 200
customers, including AOL, CNBC, 3Com, Home Depot, Walgreen, GTE, Real Networks
and USWeb/CKS. For more information about eGain, please visit
http://www.egain.com, or call the company's offices - US: (888) 603-4246,
London: +44 (0) 118 988 0266, Sydney: 612-8923-2661.
###
Cautionary Note Regarding Forward-looking Statements under the Private
Securities Litigation Reform Act of 1995: Statements in this press release that
involve eGain and Inference's expectations, hopes, plans, intentions, or
strategies regarding the future are forward-looking statements based on current
management expectations. These forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ materially. These
risks and uncertainties include but are not limited to: the possibility that the
merger may not be consummated due to failure to obtain timely regulatory and
shareholder approval or some other reason; the ability to integrate the two
businesses successfully after the transaction is complete; and the ability of
the combined business to compete successfully. For a more extensive list of
those risks, we refer you to the risk factors listed on the proxy
statement/prospectus to be filed with the SEC in connection with the merger.
Additional Information and Where to find It
eGain plans to file a Registration Statement on SEC Form S-4 in connection with
the merger, and eGain and Inference expect to mail a Proxy Statement/Prospectus
to Inference stockholders containing information about the merger. Investors and
security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about eGain, Inference, the merger and related matters. Investors and security
holders will be able to obtain free copies of these documents through the
website maintained by the U.S. Securities and Exchange Commission at
www.sec.gov. Free copies of the Proxy Statement/Prospectus and these other
- -----------
documents may also be obtained from eGain by accessing the Investor Relations
portion of eGain's website at www.egain.com or by sending a request to eGain
-------------
Communications Corp., 455 W. Maude Ave., Sunnyvale, CA 94086, attention:
<PAGE>
eGain to Acquire Inference, Page 3
Investor Relations, telephone: 408-212-3400, or from Inference by accessing the
Investor Relations portion of Inference's website at www.inference.com or by
-----------------
sending a written request to Inference Corp., 100 Rowland Way, Novato, CA 94945,
attention: Investor Relations, telephone: 415-893-7200.
The Inference logo, k-Commerce and the k-Commerce logo are trademarks of
Inference Corporation in the United States and other countries.
eGain, eGain Mail, eGain Live, eGain Voice, eGain Campaign, eGain Inform, eGain
Assistant and eGain Hosted Network are trademarks of eGain Communications
Corporation.
All other company names and products are trademarks or registered trademarks of
their respective companies.
Media Contact:
Paula Contos Dunne
Neale-May & Partners
650-328-5555 x 113
408-229-7721 pager
[email protected]
- -------------------
Investor Contact:
Michele LaGrone
FRB
415-296-2258
[email protected]
- ---------------------
Company Contacts:
Robin McDavid
eGain
408-212-3365
[email protected]
- ------------------
N. Nobby Akiha
Inference
415-893-7210
[email protected]
- -------------------------
<PAGE>
THE FOLLOWING IS A SCRIPT OF A CONFERENCE CALL HOSTED BY EGAIN ON MARCH 16, 2000
Michelle: Good morning ladies and gentlemen and thank you for joining us for
eGain's conference call regarding its agreement to acquire Inference.
By now you should each have received a copy of the corresponding press release.
If you do not have a copy of the press release, please call Saul Salazar at the
Financial Relations Board at (415) 986-1591 and we will get a copy to you as
soon as possible.
Before we get to the substance, I would like to remind everyone listening to
this call that this discussion contains predictions, estimates and other
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Statements on this call that
involve eGain and Inference's expectations, hopes, plans, intentions, or
strategies regarding the future are forward-looking statements based on current
management expectations. These forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ materially. These
risks and uncertainties include but are not limited to: the possibility that the
merger may not be consummated due to failure to obtain timely regulatory and
shareholder approval or some other reason; the ability to integrate the two
businesses successfully after the transaction is complete; and the ability of
the combined business to compete successfully. For a more extensive list of
those risks, we refer you to the risk factors listed on the proxy
statement/prospectus to be filed with the SEC in connection with the merger.
With us today are Ashutosh Roy, Chairman and Chief Executive Officer of eGain,
Gunjan Sinha, President of eGain Communications, Chuck Jepson, Chief Executive
Officer of Inference. In addition, we have Harpreet Grewal, Chief Financial
Officer of eGain, and Phil Ranger, Chief Financial Officer of Inference.
To begin management's discussion, I would now like to introduce Ashu Roy,
Chairman and Chief Executive Officer of eGain.
Ashu Roy: Thank you Michelle.
Welcome.
We are here to announce that eGain Communications has signed a definitive
agreement to acquire Inference Corporation. The acquisition, valued at
approximately $78.6 million, brings together two of the leading companies in the
growing customer communications and knowledge management markets.
The combination of eGain, a leading provider, of integrated multi-channel e-
customer communications solutions, and Inference, a leading provider, of
personalized, one-to-one sales, service and support solutions, creates the
premier provider of INTELLIGENT CUSTOMER COMMUNICATION solutions.
The rationale for this acquisition on the part of eGain is compelling.
First, the combination of eGain's integrated multi-channel communication
platform with Inference's knowledge management solution creates the most robust
100 % Web Native customer communication solution in the market. eGain will
provide the technology that will let companies DELIVER their customer
communications, no matter the channel of communication, while Inference will
provide the technology to efficiently and effectively determine WHAT to say.
This combination has already delivered a competitive advantage to our Global
2000 customers.
Second, the acquisition provides eGain with global critical mass. The combined
entity will have over 450 customers, serviced by more than 500 employees working
out of 30 sales offices in 18 countries.
Third, the acquisition reflects our response to the needs of our customers. The
genesis of the acquisition stems from listening to the needs and desires of each
of our respective customers. Repeatedly, eGain's customers commented on their
desire to integrate our eCommerce Customer Communication Platform with knowledge
management capabilities that would allow them to interact with customers in a
more robust and personalized manner. Responding to these market demands, eGain
and Inference have worked together in meeting the needs of 9 Global 2000
customers in just the last 2 quarters; including AOL, Egg, RCA, Lloyds, Sykes,
3Com, and the Italian Post Office. During this time, we have integrated our
products with Inference's and trained Inference sales people to sell our
products. This acquisition represents the culmination of our two companies
successfully working together to better meet the demands of Global 2000
customers.
Upon completion of this acquisition, we look forward to providing our customers
with intelligent integrated solutions for customer communication. The
combination of Inference with eGain will consolidate eGain's position as the
premier provider of eCommerce Customer Communication solutions.
At this point, I would like to introduce Chuck Jepson, CEO of Inference.
<PAGE>
Thank you Ashu.
Let me begin by noting that I believe the rationale for this combination is
indeed compelling. As we listened to our customers, one of the key commonalties
of their feedback was their desire to leverage our best in class knowledge
management solutions with a customer communication platform. Our customer's
desire led our two companies to work closely together the last 2 quarters.
During this time, the two companies have had the opportunity to get to know one
another, integrate our respective products, define a compelling business
proposition for our respective companies, and craft a joint sales and marketing
strategy. The success of our partnership and the response of our customers to
our efforts, coupled with a common vision of our two companies, have led us to
this point.
Since many of you might not be familiar with Inference, I want to take a moment
to briefly describe what we do. The last two years have been a period of
transformation for the company. We have brought to bear a renewed focus on our
core competencies, rearchitectured our products and platform, and set the
foundation to grow our presence in the market. Today, Inference is the
technology leader, and leading provider, of intelligent and Internet-based sales
and support solutions for eCommerce companies. Use of knowledge-based systems
allows Inference to deliver personalized one-to-one sales and support over the
Web. Inference's knowledge management systems are designed to scale from simple
intelligence needs to complex intelligence and global applications.
Inference has two main products - the K-Commerce Support Enterprise product,
which is a knowledge base for a company's customer service agents and customers,
and the K-Commerce Sales product, which is a knowledge base for real-time on-
line personalized sales response and management. Both of these products will be
integrated with eGain's Commerce 2000 Platform.
Let me conclude by noting that the combination of eGain and Inference is an
important milestone in the evolution of each company. By combining Inference's
core competencies in enterprise-ready customer knowledge management and customer
profile-based personalization WITH eGain's core competencies in managing
different customer channels of communications, we will provide our customers
with intelligent integrated solutions for customer communication.
At this point I would like to introduce Gunjan Sinha, President of eGain.
<PAGE>
Thank you Chuck.
As Chuck noted, the acquisition of Inference is truly a milestone event in the
evolution of eGain. The combined company will have a far stronger product
offering and further differentiate itself from our competition. We will have
more feet on the street selling our integrated solution, significantly increase
our international presence, and secure a critical mass of customers. In
addition, we will dramatically enhance opportunities to up-sell and cross-sell
to the combined customer base.
The management team from Inference is equally excited about the robust product
solutions and unique competitive position afforded the combined companies. The
Inference management team is committed to our joint mission to develop and
deliver the leading technology for an integrated solution to our customers. The
majority of the Inference executive management team is committing to sign on-
going employment contracts at the close and we expect the vast majority of
Inference employees to become part of the combined company.
Importantly, the combination of the two operations helps create critical mass
for eGain on numerous fronts.
* The combined entity will have over 500 employees.
* eGain and Inference together have over 450 customers today.
* eGain sales coverage model will expand dramatically with the addition of 28
quota carrying sales reps. Taken together, eGain will have a total of 55
quota carrying sales reps.
* eGain's international presence will increase dramatically. eGain will have
almost 70 employees working in 18 countries upon the completion of the
acquisition.
The advantages of a combined entity make for a compelling rationale. We will
have the most integrated intelligent customer communication platform, with over
450 customers, supported by 500 employees in 30 sales offices, working in 18
countries, and over 55 quota carrying sales reps.
I would like to turn the call over to Ashu at this point.
<PAGE>
Thank you Gunjan.
Let me spend a few moments outlining the terms of the transaction.
The merger, which will be accounted for as a purchase transaction, is valued at
approximately $78.6 million based on the average closing price of eGain's common
stock over the 20 trading days ending on March 15th. Under terms of the
agreement, Inference shareholders will receive approximately 0.1865 shares of
common stock for each share of Inference common stock. Upon completion,
Inference shareholders will own approximately 5.5 million percent of eGain's
fully diluted common stock. The merger is subject to Inference shareholder and
government regulatory approvals and is expected to be completed within the next
90 days.
With Inference having recorded almost $23 million in revenue in its fiscal year
ended January 31, we expect the acquisition to have a positive impact on our
revenue forecasts. We will provide further guidance as to the short and long-
term financial impact of the acquisition on eGain at a later time.
SUMMARY
The decision to acquire Inference is based on listening to our customers,
recognizing the power of the combined competencies, and acting on the
opportunity to increase market penetration. The resulting company will be a
powerful combination of technology leaders, and result in the leading provider
of integrated intelligent customer communication solutions for Global 2000
companies.
With this acquisition, eGain continues to execute to its name. By creating
integrated INTELLIGENT CUSTOMER COMMUNICATION SOLUTIONS we are enabling our
customers to GAIN customers and SUSTAIN relationships.
That concludes the formal part of our presentation. We would now like to open
the line for questions.
================================================================================
After the Q & A is completed, not more than an hour after the beginning of the
conference call, Ashu makes a closing comment.
Ashu: Thank you again for joining us today. We look forward to talking with you
soon.
End
================================================================================
