<PAGE>
Filed by Commerce One, Inc. 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 Subject Company: AppNet Inc. Commission File No: 000-26453
This filing contains the following documents: The Power Point presentation
presented by Peter Pervere of Commerce One, Inc. and Ken Bajaj of AppNet,
Inc. at an analyst conference on June 29, 2000.
[COMMERCE ONE LOGO] [APPNET LOGO]
Peter Pervere Ken Bajaj
CFO CEO
<PAGE>
[COMMERCE ONE LOGO] + [APPNET LOGO]
The First Fully Integrated e-Commerce Applications,
Strategy Consulting and Internet Professional Services
Company in the Industry
Moving from Customer Wins to Exchange Implementations and Diverse
Revenue Streams
<PAGE>
The Transaction
[COMMERCE ONE LOGO] + [APPNET LOGO]
- Tax free, stock-for-stock merger
- Purchase accounting
- 0.8 shares of Commerce One for each AppNet share
- Total value when announced ~$1.4 billion
- Closing expected by September, 2000
<PAGE>
[COMMERCE ONE LOGO]
- The leader in global e-commerce solutions for business
- Through its products, portals and services, Commerce One creates access to
worldwide markets, allowing anyone to buy from anyone, anytime, anywhere in
the world
- 135 customers, including GM, Shell, Boeing, BellSouth, Compaq, Johnson
Controls, Wells Fargo, Pepsi, Citigroup
- More than 1,100 employees in 24 offices across 18 countries
- Consensus estimates of approximately $210 million in revenue and 46 cents
loss for FY 2000
<PAGE>
Building the World's Largest B2B Marketplace
[NTT COMMUNICATIONS LOGO]
[GUESS LOGO] [CORIO LOGO]
[BANAMEX LOGO] [TRUCKXCHANGE LOGO]
[TD BANK FINANCIAL GROUP LOGO] [SESAMI LOGO] [SWISSCOM LOGO]
[CITI LOGO] [MOORE LOGO]
[WELLS FARGO LOGO] [ENDESA LOGO] [BT MMERX LOGO]
[T DEUTSCHE TELEKOM LOGO] [COMMERCE ONE LOGO] [GM FORD DAIMLERCHRYSLER LOGO]
[CEPHREN LOGO] [PT LOGO] [LOCKHEED MARTIN LOGO]
[BOEING LOGO]
[BELLSOUTH LOGO] [OMNICELL.COM LOGO] [CONCERT LOGO]
[SHELL LOGO] [COMMERCE ONE LOGO] [BEELINE.COM LOGO] [PEOPLESOFT LOGO]
[CABLE & WIRELESS OPTUS LOGO]
[EMPACTHEALTH.COM LOGO] [XAMAN LOGO] [BAE SYSTEMS LOGO]
[SYMIX LOGO] [METIQUE LOGO] [SIEMENS LOGO]
<PAGE>
[APPNET LOGO]
- End-to-end e-Business solutions model:
- Strategy, implementation, and management/operations
- Long-term, strategic relationships with 125 active customers
- 1,200 Internet professionals nationwide
- Proven ability to execute on mega e-business programs
- Right business model for complex B2B engagements
- Consensus estimates of approximately $200 million in revenue and cash EPS
of 30 cents for FY 2000
<PAGE>
AppNet Service Portfolio
<TABLE>
<CAPTION>
Strategy Creative T e c h n o l o g y Outsourcing
Strategy Interactive Media e-Business Applications e-Business System Managed Application
Consulting Services Development Integration Services
-------------- ---------------- ----------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
- e-Business - Creative Web - Web-enabling - Trading - Application
strategy design of legacy partner system management /
systems integration operations
- Technology - Online
strategy branding - Reusable - Back office / - In house/partner
object libraries legacy system hosting centers
- Online media integration
planning - B2B - Commerce
eMarketplaces transaction
processing
</TABLE>
<PAGE>
Building the World's Leading e-Businesses
[GMAC MORTGAGE LOGO]
[TOSHIBA LOGO] [UCCNET LOGO] [TELECOMSMART LOGO] [SONY LOGO]
[NASA LOGO] [BERTELSMANN LOGO] [COZINT LOGO]
[SPRINT LOGO] [PROCURE ZONE.COM LOGO] [THE CISNEROS GROUP OF COMPANIES LOGO]
[HP LOGO] [GE LOGO] [ICAST LOGO] [ETHAN ALLEN LOGO]
[BUICK LOGO] [APPNET LOGO] [PCH.COM LOGO]
[PEPSI LOGO] [AMERICA ONLINE LOGO] [BET.COM LOGO] [VEBA ELECTRONICS LOGO]
[LUCENT TECHNOLOGIES LOGO] [EDGAR ONLINE LOGO] [WEDDINGCHANNEL.COM LOGO]
[MULTEX.COM LOGO] [WHIRLPOOL LOGO] [BP AMOCO LOGO]
[MCI WORLDCOM LOGO] [UNITED LOGO] [NATIONWIDE LOGO]
<PAGE>
Strategic Rationale for the Acquisition
- Expanding breadth and depth of services
- Insatiable demand for exchange implementation
- Value added services / revenue streams
- Increased bandwidth to work with strategic partners to drive exchange
implementation
- Selling higher into the organization
- Integration experience to reflect into product development process
<PAGE>
Strategic Rationale for the Acquisition
- Why acquire AppNet?
- Shared vision, corporate culture
- Scale delivery, broad service portfolio
- Strategic customer relationships, broad service offering
- Experience managing large, complex engagements
- ASP, recurring revenue model
<PAGE>
Strategic Rationale for the Acquisition
- Why join Commerce One?
- Customer demand for complete SOLUTIONS
- Union of two industry leaders
- Hand in glove business fit
- Core competencies
- Cross selling opportunities
- Geographic overlap
- Revenue stream diversification
<PAGE>
Future of the AppNet Business
- Grow strategic customer relationships
- Dig deeper into customer organizations
- Offer employees additional career paths
- Explore/integrate new services onto the Commerce One platform
<PAGE>
Initial Reactions
- AppNet employees
- AppNet customers
- Commerce One SI partners
<PAGE>
Rapid Growth, Increased Scalability, Profitability
$ Licenses - BuySite
Software
$ Maintenance - MarketSite
$ T&M - C-1 Implementation
Services
$ Fixed Price - Trading Partner Integration
Strategy
Creative Technology
$ Transaction fees
- Global Trading Web
$ Auction services Solutions
- ASP
$ Subscription fees
<PAGE>
The New Commerce One
- Breadth and depth of services to meet enormous demand for exchange and
portal implementation
- Enabling customer success, accelerating downstream revenue
- Deep talent pool, robust global presence
- Rapid, sustainable long term growth
- Accelerated profitability
<PAGE>
THE COMBINED COMPANY CREATES THE FIRST FULLY INTEGRATED
PLATFORM AND SERVICES COMPANY IN THE INDUSTRY -- FASTER
TIME TO MARKET AND MORE ROBUST E-BUSINESS SOLUTIONS
- 135 Global Customers - 125 Active Customers
- MarketSite and BuySite Platforms - 900 Billable Professionals
- Global Trading Web Network - 80 Strategy
- 250 Billable Professionals - 220 Creative
- 1,100 Total Employees - 600 Technology
- 1,200 Total Employees
[COMMERCE ONE LOGO] + [APPNET LOGO]
<PAGE>
This presentation may include "forward-looking statements" for purposes of the
Securities Exchange Act of 1934. All statements herein, other than those of
historical fact, including statements regarding future contractual
arrangements or performance, competitive strengths, and business strategy,
are forward-looking. Actual results or events may differ materially from
those projected in such forward-looking statements. Information regarding
the factors that could cause such differences are contained in AppNet and
Commerce One's filings with the Securities and Exchange Commission.
<PAGE>
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Commerce One plans to file a Registration Statement on SEC Form S-4 in
connection with the acquisition, and Commerce One and AppNet expect to mail a
Proxy Statement/Prospectus to (or, alternatively, Commerce One expects to
mail exchange offer documents to) stockholders of Commerce One and AppNet
containing information about the acquisition. Investors and security holders
are urged to read the Registration Statement and the Proxy
Statement/Prospectus or exchange offer documents carefully when they are
available. These documents will contain important information about Commerce
One, AppNet, the acquisition 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
http://www.sec.gov. Free copies of these documents may also be obtained by
request from Commerce One by accessing Commerce One website at Commerce One,
Inc. http://www.commerceone.com or by mail to Commerce One, 4440 Rosewood
Drive, Pleasanton, California, 94588, attention: Investor Relations,
telephone: (925)520-6000, or from AppNet by sending mail to 6707 Democracy
Boulevard, Suite 1000, Bethesda, Maryland, 20817 attention: Investor
Relations, telephone: (301)493-8900.
In addition to the documents described above, Commerce One and AppNet file
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any
reports, statements or other information filed by Commerce One at the SEC
public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or
at any of the Commission's other public reference rooms in New York, New York
and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference rooms. Commerce One's filings
with the Commission are also available to the public from commercial
document-retrieval services and at the Web site maintained by the Commission
at http://www.sec.gov. Commerce One and AppNet and their respective
directors, executive officers and certain other members of management and
employees may be soliciting proxies from AppNet stockholders in favor of,
among other things, the adoption of the merger agreement or, in the case of
an exchange offer, soliciting the exchange of shares of AppNet common stock
for Commerce One common stock. A complete description of these matters and a
description of any interests that the directors and executive officers of
AppNet have in the acquisition will be available in the Proxy
Statement/Prospectus or exchange offer documents.
