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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
COMMERCE ONE AND APPNET SIGN DEFINITIVE MERGER AGREEMENT
Acquisition of AppNet to Drive Rapid Adoption and Implementation of
eMarketplaces and Exchange
PLEASANTON, CA, June 20, 2000 - COMMERCE ONE, INC. (NASDAQ: CMRC), the leader in
global e-commerce solutions for business, today announced that it has signed a
definitive agreement to acquire AppNet, Inc. (NASDAQ: APNT), a premier provider
of end-to-end Internet professional services. With this acquisition, Commerce
One will significantly enhance its ability to deliver e-commerce services to its
customers and will accelerate the pace of implementation for its
business-to-business exchanges worldwide.
The acquisition will be structured as a tax-free, stock-for-stock exchange, and
will be accounted for as a purchase transaction. Commerce One will issue 0.8
shares for each outstanding share of AppNet, and will assume all outstanding
stock options and other rights to acquire AppNet Common Stock. The acquisition
will be structured as either a merger or, at the election of Commerce One, as an
exchange offer followed by a merger. Conclusion of the acquisition requires the
approval of AppNet's stockholders, as well as other customary closing
conditions.
"Commerce One has over 100 trading exchange customers who are demanding
implementation and consulting services to execute rapidly on their business
models," said Mark Hoffman, chairman and CEO of Commerce One. "With the
acquisition of AppNet, we are ideally positioned, in combination with our key
consulting partners, to deliver these capabilities."
AppNet will complement Commerce One's current service offerings, delivered by
its professional services organization and through key consulting partners. In
addition to increasing available senior project management, AppNet's
professionals will provide strategic consulting expertise, interactive marketing
services, Web design, and e-business implementation expertise. Each of these
service offerings will accelerate the deployment and implementation of business-
to-business exchange services throughout the Global Trading Web.
"AppNet is excited to be joining with the leader in e-commerce to deliver
comprehensive solutions to the marketplace," said Ken Bajaj, chairman and CEO of
AppNet. "A potent combination of Commerce One e-commerce applications, AppNet
Internet professional services, and Commerce One professional services
partnerships will deliver industry leading end-to-end e-commerce solutions."
The combined companies would have 44 offices in 18 countries around the world.
The total number of employees would equal more than 2,300.
NOTE TO MEDIA AND ANALYSTS:
The two companies will hold a conference call today at 2:00 PM Eastern Time to
discuss the
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pending acquisition. The U.S. dial-in number is 888-913-9012. International:
712-257-3379. Passcode: press conference. Leader: Kit Robinson. A playback will
be available until 6:00 p.m. Eastern Time, June 23. Dial 888-296-6949. Passcode:
1234.
ABOUT COMMERCE ONE
Commerce One (NASDAQ: CMRC) is 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. The Commerce One Global Trading Web(TM) is the world's largest
business-to-business trading community. Comprised of many open e-marketplaces,
the Global Trading Web(TM) provides unprecedented economies of scale for buying
organizations, suppliers, and service providers worldwide. Commerce One is
located in Pleasanton, Calif., and can be reached by phone at (800) 308-3838 or
(925) 520-6000 or via the Internet at www.commerceone.com.
ABOUT APPNET, INC.
AppNet, Inc. (Nasdaq: APNT), is a premier provider of end-to-end e-business
solutions, from interactive marketing to back-office integration. For companies
transforming themselves for the new Internet economy, the firm offers a unique
mix of Internet strategy, marketing, and technology services. AppNet is the
fourth largest interactive marketing agency according to Ad Age and one of the
50 largest pure Internet companies, according to Internet World. AppNet works
with Global 1000 and dot.com companies. Customers include UCCnet, Baxter
Healthcare, Dial, Ford, Sprint, Hyundai, BET.com, UNICEF, KB Toys, NEC, Hewlett
Packard, NASA, and Unilever.
FORWARD LOOKING STATEMENTS
The foregoing paragraphs include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
include statements concerning the establishment of a business-to-business
e-commerce professional services, the anticipated date of launch of such
services, the anticipated date of Commerce One and AppNet closing the
transaction, and the potential business benefits to be realized from the
business combination of the parties. These statements are subject to risks and
uncertainties. Actual results may differ materially from those described in such
statements as a result of a number of factors. These factors include but are not
limited to the ability of Commerce One and AppNet to timely rollout services to
the marketplace and the extent of customer adoption and utilization of the
professional services once they become operational.
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
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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 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. 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 files 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 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.
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"Commerce One, Many Markets. One Source., Global Trading Web, BuySite,
MarketSite, Global Trading Platform, Common Business Library, XML Development
Kit, XML Commerce Connector, MarketView, and SupplyOrder are either trademarks
or registered trademarks of Commerce One, Inc. All other company, product, and
brand names are trademarks of their respective owners."
CONTACT.
Company Contact (for Commerce One): Katie O'Connell (925) 520-6094
[email protected]
Press Contact (for Commerce One):
Caroline Hacker (415) 905-4000
[email protected]
Alla Laquinto (for AppNet)
Media/AppNet
(301) 581-2489
[email protected]
Kevin Taback (for AppNet)
Investor/AppNet
(877) 551-2323
[email protected]
