Filed by AppNet, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: AppNet, Inc.
Commission File No. 000-26263
<PAGE>
[LOGO] [LOGO]
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.
<PAGE>
Note to Media and Analysts:
The two companies will hold a conference call today at 2:00 PM Eastern Time
to discuss the 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
<PAGE>
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 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.
###
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.
<PAGE>
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]
