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Exhibit (a)(1)(PP)
For immediate release
December 7, 2000
Contact:
pcOrder.com, Inc. Trilogy Software, Inc.
Tiffany O'Brien Krista Rollins
512.684.1171 512.425.3128
[email protected] [email protected]
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TRILOGY'S PENDING CASH TENDER OFFER FOR PCORDER SHARES IS EXTENDED UNTIL
DECEMBER 19, 2000
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PARTIES TO LAWSUIT AGREE TO DISSOLVE TEMPORARY RESTRAINING ORDER AND PROCEED
WITH SCHEDULED PRELIMINARY INJUNCTION HEARING
AUSTIN, TEXAS, December 7, 2000 - Trilogy Software, Inc. and pcOrder.com, Inc.
(NASDAQ:PCOR) today jointly announced that, pursuant to a stipulation of the
plaintiff and the defendants, the District Court of Travis County, Texas has
dissolved the temporary restraining order that it entered on November 28, 2000,
in connection with a purported class action lawsuit filed on November 28, 2000,
against Trilogy, pcOrder and the individual members of the pcOrder Board of
Directors. That temporary restraining order had prohibited Trilogy and pcOrder
from proceeding with Trilogy's cash tender offer to acquire all of pcOrder's
outstanding Class A common stock at a price of $6.375 per share. The stipulated
order further provides that the hearing previously scheduled for December 12,
2000 on the plaintiff's motion for a temporary injunction will proceed on the
scheduled date. Of the three lawsuits currently pending in connection with
Trilogy's offer, this is the only one in which the plaintiff has made a motion
seeking a court order enjoining the transaction.
A separate lawsuit previously filed in Texas state court challenging the Trilogy
tender offer and merger was removed by the defendants to federal court earlier
in the week. In that case, the plaintiff has amended his complaint to add
claims under the federal securities laws. The additional claims allege that the
prospectuses used in connection with pcOrder's initial public offering in
February 1999 and follow-on offering in December 1999 contained, and the
documents relating to the pending tender offer contain, materially misleading
statements and omissions in connection with certain financial matters. The
defendants believe that the new allegations are without merit and intend to
vigorously defend against them.
Trilogy also announced today that it is extending the tender offer to 12:00
midnight, New York City time, on Tuesday, December 19, 2000. The tender offer
was previously scheduled to expire at 12:00 midnight, New York City time, on
Wednesday, December 6, 2000.
As of the close of business on December 6, 2000, based on the Depositary's
preliminary count approximately 4,762,440 shares, including guaranteed
deliveries, of pcOrder's Class A common stock have been tendered and not
withdrawn pursuant to the tender offer, representing approximately 76% percent
of the 6,237,565 outstanding shares of Class A common stock. The Class B shares
currently owned by Trilogy (which are convertible into Class A shares on a one-
for-one basis) and the Class A shares tendered to date together represent
approximately 91% of the outstanding shares of pcOrder's common stock.
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As a consequence of the extension of the expiration date, holders of pcOrder
Class A common stock may tender or withdraw shares until 12:00 midnight, New
York City time, on Tuesday, December 19, 2000, unless the offer is further
extended. The tender offer is being made through, and the foregoing is
qualified in its entirety by reference to, Trilogy's Offer to Purchase, dated
November 6, 2000, as amended and supplemented by Supplement Number One to the
Offer to Purchase, dated November 17, 2000, Supplement Number Two to the Offer
to Purchase, dated November 20, 2000, and Supplement Number Three to the Offer
to Purchase, dated December 7, 2000, and the related letter of transmittal.
pcOrder stockholders should read such documents completely prior to making any
decision respecting the tender offer.
Trilogy is a leading provider of software driving the e-commerce transformation
of Global 2000 companies. Trilogy's robust e-commerce platform's rapid
deployment cycles and business expertise serve industry leaders, such as Ford
Motor Company, Fidelity Brokerage Services, Lands' End, IBM, and ALLTELL.
Trilogy's ability to integrate multichannel sales and service environments on a
unified e-commerce technology platform increases a corporation's market share,
generates higher revenue, and results in deeper customer and channel partner
relationships. For more information, please visit www.trilogy.com.
