<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 Commerce One, Inc.
Press Release regarding the
acquisition by Commerce One of AppNet Inc.;
Q&A regarding the acquisition by
Commerce One of AppNet Inc.; and the
script from the conference call
regarding the acquisition by Commerce
One of AppNet Inc.
FOR IMMEDIATE RELEASE
COMMERCE ONE AND APPNET SIGN DEFINITIVE MERGER AGREEMENT
ACQUISITION OF APPNET TO DRIVE RAPID ADOPTION AND IMPLEMENTATION OF
eMARKETPLACES AND EXCHANGES
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 AppNets' 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."
<PAGE>
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 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 pm 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 -trademark- is the world's
largest business-to-business trading community. Comprised of many open
e-marketplaces, the Global Trading Web -trademark- 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
http://www.commerceone.com/.
--------------------------
ABOUT APPNET
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
<PAGE>
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 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 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 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
<PAGE>
that the directors and executive officers of AppNet have in the acquisition
will be available in the Proxy Statement/Prospectus or exchange offer
documents.
###
All other company, product and branded names are trademarks of their
respective owners.
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]
---------------------
Company Contact (for AppNet):
Alla Iaquinto
(301) 581-2489
[email protected]
----------------
Investor Contact (for AppNet)
Kevin Taback
(877) 551-2323
[email protected]
-------------
<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
STRICTLY CONFIDENTIAL
Q&A
Public Information
WHY IS COMMERCE ONE ACQUIRING APPNET? WHAT ARE THE KEY BENEFITS OF THIS
MERGER?
As we continue to deploy marketplaces on the Commerce One solution, and
increase the functionality of our solution set through development and
partnerships, Commerce One has recognized the need for services breadth and
depth as key components to executing on the vision of the Global Trading Web.
Our customers today expect complete solutions, including platforms,
applications and services. As our customer base has increased dramatically,
we need to scale our internal services organization, in partnership with our
key consulting partners. It is our view that the AppNet capabilities,
combined with those of our partners, will dramatically increase our ability
to bring exchanges online rapidly, accelerate supplier adoption, and drive
greater functionality and breadth of business services across our global
infrastructure. AppNet's services capabilities, combined with those of our
partners, will create a distinct market advantage for us in
business-to-business exchanges.
According to Forrester Research, companies who spend $1 billion a year or
more on purchasing will spend $3 million to $4 million to implement online
procurement -- most of that is spent on consulting, Web development, and
systems integration work. By acquiring AppNet, Commerce One gains a
world-class Internet professional services organization which, when combined
with the service delivery capabilities of our partners, provides a leading
solutions delivery vehicle for our customers. Through this acquisition, we
will enhance our current business model by driving liquidity through the
exchanges faster and will deliver on our recurring revenue model earlier than
previously forecasted.
WHY IS APPNET JOINING COMMERCE ONE? HOW IS THIS BENEFICIAL TO CUSTOMERS,
SHAREHOLDERS, AND EMPLOYEES?
Commerce One's vision for global Internet marketplaces is exactly aligned
with AppNet vision of the future of Internet commerce. The development and
implementation of Internet marketplaces and exchanges requires significant
strategy, Web design, and top-level project management, which are the
strengths of AppNet. Commerce One has a very rich base of installed
customers with requirements for AppNet's additional services capabilities.
In addition, Commerce One's global presence provides a strong international
structure for the expansion of AppNet's services offerings on a global basis.
HOW WILL APPNET BE INTEGRATED INTO COMMERCE ONE?
AppNet will become part of Commerce One's professional services practice and
will be fully integrated into Commerce One. Ken Bajaj, the CEO of AppNet,
will lead the Commerce One professional services group. Once formally part
of Commerce One, AppNet will continue to provide the full range of end-to-end
e-business solutions that it is currently providing for both its current
customers and for Global Trading Web marketplaces.
HOW DOES THE APPNET ACQUISITION FIT WITH LAST WEEK'S PARTNERSHIP ANNOUNCEMENT
BETWEEN COMMERCE ONE AND SAP?
Our exchange partners are demanding comprehensive e-business solutions,
including both software and services. The SAP partnership enables Commerce
One to deliver breadth and depth in software. The AppNet acquisition enables
us to complete our solution offering with a broad array of e-commerce
services. The market demand for both software and service is immediate and
urgent. These two combinations will enable Commerce One to meet that demand.
PAGE 1
<PAGE>
WHAT SPECIFIC SERVICES OFFERINGS DOES APPNET PROVIDE?
In acquiring AppNet, Commerce One makes significant progress in several
strategic areas:
Strategy Consulting -- AppNet will help boost Commerce One's ability to work
with CEOs and boards of global corporations to develop their Internet
business strategy, particularly as it relates to eMarketplaces.
Strategic Customer Relationship Management -- AppNet will significantly
increase Commerce One's bandwidth to work with customers and their strategic
systems integration partners (such as Andersen Consulting and
PriceWaterhouseCoopers) to drive rapid implementation of eMarketplaces on the
Commerce One solution.
Web Design -- AppNet brings fresh capabilities for designing powerful user
interfaces for the eMarketplaces being built around Commerce One's technology.
e-Business Application Development and Systems Integration -- AppNet will
dramatically increase Commerce One's ability to staff key implementation
projects along side their systems integration partners.
Outsourcing -- AppNet's managed application services capabilities will enable
Commerce One to deliver an application services model (ASP) to the mid-tier
and dot.com marketplace.
PAGE 2
<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
Commerce One to Acquire AppNet
Press and Analyst Teleconference Outline
Tuesday, June 20
7:00 a.m. PT
KIT ROBINSON, DIRECTOR OF CORPORATE COMMUNICATIONS AT COMMERCE ONE
1. Apologize for communication error
2. Set up the news
3. Introduce the speakers
MARK HOFFMAN, CEO OF COMMERCE ONE
1. Commerce One is in the business of delivering large e-commerce exchanges
a. The market is exploding: exponential growth
b. Commerce One has more than 100 exchange partners. Each of them has
many, many trading partners
c. Functionality requirements have increased in every exchange,
specifically the need for supply chain management, as demonstrated
by our announcement last week with SAP
d. As our customers' software requirements grow, their need for
implementation and consulting services also grows
2. GM example (with PWC)
a. Commerce One has more than 50 consultants working on the GM Trade
Exchange
i. 120 PWC consultants on the GM exchange
b. In addition to GM, Commerce One will need to begin implementation
work with DaimlerChrysler, Ford, and Renault-Nissan
c. Then we need to adopt the suppliers, many of whom will also be buyers
i. GM alone has 29,000 suppliers
ii. What if only 20 percent of them come in as buyers?
iii. The demand for services is huge
3. Vertical exchanges
d. Powered by Commerce One exchanges include:
i. Auto Exchange (with PWC)
ii. Aerospace Exchange -- Boeing, Lockheed Martin, Raytheon, BAE
Systems
iii. Artikos (with PWC) -- Joint venture with Banamex, creating
exchanges throughout Latin America
iv. Pantellos (with PWC) -- Utilities exchange with 21 companies
including the American Electric Power Company, Edison
International and PG&E
v. Citigroup
vi. Energy Exchange -- Shell, BP Amoco, Dow Chemical, Occidental
Petroleum, Statoil, plus ten others
vii. French Banks Exchange -- Three leading French banks, BNP Paribas,
Credit Agricole and Societe General
<PAGE>
viii. others -- BT, NTT, Cable and Wireless Optus, Singtel, Swisscom,
and Bell South (with PWC)
e. 40-50 Commerce One services people are required per exchange
f. Commerce One is also powering dot coms
i. Omnicell, Cephren, eScout.com, GOTSchool.com
g. THESE EXCHANGES REPRESENT MORE THAN $1 TRILLION IN BUYING POWER,
CONNECTED TODAY
4. Our model is to implement with partners and this has not changed
h. Our revenue model is to create recurring revenue streams and revenue
sharing with exchange partners
i. To generate recurring revenues, we need to drive liquidity through
the exchanges
ii. To do that, we must rapidly scale our service capabilities
i. Commerce One provides project management in cooperation with our
key consulting partners
i. Our professional services organization provides business
planning, software implementation and Commerce One product
knowledge
ii. Consulting partners provide the bulk of the implementation work
at each of our exchanges
j. This acquisition gives Commerce One the bandwidth to succeed with our
business model
k. Commerce One currently has:
i. 175 active projects
ii. 230 internal consultants (up from 65 consultants four months ago)
l. We're not going to make a forward looking statement, but demand will
only increase
i. Commerce One will need thousands of consultants in the near future
ii. Key partners will need even more
iii. In the typical exchange project, our consulting partners
outnumber Commerce One by a ratio of greater than 5:1
iv. Commerce One has gone from 2 to 20 partner training classes per
month since January 1, 2000 to meet the partner demand (This is
over and above train-the-trainer programs)
5. To help Commerce One meet the demand that comes along with such potential
spending volumes on the exchanges, Commerce One has signed an agreement to
acquire AppNet, a leader in e-commerce consulting
m. AppNet provide the resources and skill sets to help Commerce One grow
its world-class Internet professional services group to execute
within a partner driven model
n. The acquisition allows Commerce One to rapidly execute on our Global
Trading Web strategy and offer a comprehensive set of e-business
services to help companies accelerate their e-commerce potentials, and
help us support our implementation partners
o. This acquisition will also enable us to deliver on our recurring
revenue business model. We are a solutions company providing both
software and services. The SAP deal strengthens us on the software
side; AppNet strengthens us on the services side.
<PAGE>
The market demand for both software and services is immediate. We
have always said we would grow organically, through acquisition, and
through partnerships. At this point our organic growth could not keep
up with the exponential growth of our trading partners. Through this
acquisition, and our continued reliance on key consulting partners,
we will be able to drive liquidity through the exchanges and deliver
on our revenue sharing model.
6. Why AppNet?
p. We conducted a full-scale search for a professional
services organization that clearly aligned with Commerce One's vision,
culture and energy
q. Commerce One identified AppNet as the most
desirable firm based on its end-to-end Internet professional services
capability, B2B e-commerce strengths, project management skills,
number of employees, vertical focus, geographic focus and target
customers r. AppNet has five major service offerings: strategy
consulting, interactive marketing, e-business application development,
e-business system integration and e-business outsourcing. These are
precisely the services that our exchange partners are demanding,
delivered in conjunction with the offerings of our key consulting
partners.
MARK INTRODUCE KEN...
KEN BAJAJ, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF APPNET
KIT INTRODUCE JEFF...
JEFF BRUGOS, PARTNER, PRICEWATERHOUSECOOPERS; GLOBAL LEADER OF PWC'S COMMERCE
ONE PRACTICE
1. PWC has also recognized the explosive growth of the B2B e-commerce market
2. PWC has made a significant commitment to this market
3. PWC believes in Commerce One's business model and are fully supportive of
this merger with AppNet
4. PWC understands Commerce One's business model and have built a practice
around it
a. Commerce One has a thin layer
b. We're building a Commerce One practice that will have [X number] of people
c. We are pleased to work with Commerce One in X marketplaces/portals
including the auto exchange, the utilities exchange, artikos and Bell
South's marketplace
<PAGE>
KEN BAJAJ'S COMMENTS FOR PRESS/ANALYST CONFERENCE CALL FOR
COMMERCE ONE/APPNET ACQUISITION
(KIT ROBINSON FROM C1 WILL WELCOME EVERYONE AND INTRODUCE MARK HOFFMAN AND
KEN BAJAJ. MARK WILL SPEAK FIRST AND THEN KEN.)
Thanks, Mark, and good afternoon to everyone on the call. I'm very
excited to speak with you this morning. This merger is a great opportunity
for AppNet and our employees and we expect it to be very beneficial for our
customers and shareholders.
AppNet is the leader in providing end-to-end e-business services to
Fortune 1000 and dot.com companies. We have a strong expertise in creating
digital businesses, corporate and consumer portals, and B2B eMarketplaces.
By joining with Commerce One, the employees of AppNet will be joining with
one of the elite brands in e-business -- a global company with outstanding
people and an energetic culture. Commerce One is a company whose plan to
build a Global Trading Web of many eMarketplaces, internetworked together, is
clearly the most forward-looking vision in the industry. The bright minds of
AppNet will not only help Commerce One achieve that vision; we will also
bring to Commerce One new and complementary e-business services to sell into
the Global Trading Web community.
-- more --
<PAGE>
Increasingly, our customers have told us that they aren't interested in
e-business professional services and they aren't interested in e-commerce
applications -- those are simply meaningless terms to them. Our customers
demand solutions to their business problems. They want to automate supply
chain processes and integrate them into the supply chain processes of their
business partners. They want to extend their enterprise operations out to
those of their suppliers, customers, shareholders, and business partners.
Our customers want to improve customer relationships, increase revenues, and
improve quality. What our customers are demanding are comprehensive
solutions to their business challenges. In order to create those solutions,
Internet companies are increasingly combining applications and services. The
merger of AppNet with Commerce One is a powerful evolution toward creating
the combined e-business solutions that Global 1000 corporations are
demanding.
Once this acquisition is complete, the combined companies will deliver
powerful solutions to Global 1000 corporations by providing their strategy
consulting, their core e-commerce applications platform, their creative Web
design, and the integration and implementation services to build their
trading community. These are powerful benefits that will drive AppNet's and
Commerce One's customers quickly up the e-business value chain. That is the
reason that we are very bullish on the potential value this merger will bring
to our employees, our customers, and our shareholders.
# # #
