<PAGE>
(a)(1(RR)
For immediate release
December 12, 2000
Contact:
pcOrder.com, Inc. Trilogy Software, Inc.
Tiffany O'Brien Krista Rollins
512.684.1171 512.425.3128
[email protected] [email protected]
-------------------------- --------------------------
HEARING CANCELLED ON PRELIMINARY INJUNCTION REGARDING THE TRILOGY
TENDER OFFER FOR PCORDER; PLAINTIFF INDICATES THAT SHE DOES NOT PLAN TO
SEEK A PRELIMINARY INJUNCTION
................................
TRILOGY'S PENDING CASH TENDER OFFER FOR PCORDER SHARES IS STILL SCHEDULED
TO CLOSE ON DECEMBER 19, 2000
AUSTIN, TEXAS, December 12, 2000 - Trilogy Software, Inc. and pcOrder.com, Inc.
(NASDAQ:PCOR) today jointly announced that the hearing previously scheduled for
December 12, 2000 on plaintiff's motion for a preliminary injunction in the
Stahl case relating to the pending $6.375 cash per share tender offer and the
related merger has been cancelled. The plaintiff in that case has indicated that
she has no current intention of pursuing a temporary restraining order or
preliminary injunction prohibiting the closing of the tender offer or the
merger. Trilogy and pcOrder noted that the tender offer is expected to close as
scheduled at midnight, New York City time, on December 19, 2000.
As of the close of business on December 11, 2000, based on the Depositary's
preliminary count approximately 4,715,179 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withdrawn pursuant to the tender offer, representing approximately 76% percent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. If,
following the purchase of the shares in the tender offer and the conversion of
its Class B common stock into Class A common stock of pcOrder, Trilogy owns at
least 90% of the outstanding shares of pcOrder's common stock, then Trilogy can
complete the merger as a short form merger under Delaware law without a vote of
pcOrder's stockholders.
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
<PAGE>
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.
---------------
# # #
