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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: Commerce One, Inc.
Commission File No: 000-26453
This filing contains the following documents:
A press release issued by Commerce One, Inc. on
December 12, 2000.
COMMERCE ONE AND COVISINT REACH DEFINITIVE AGREEMENT
COMMERCE ONE SELECTED TO PROVIDE CORE PROCUREMENT TRANSACTION INFRASTRUCTURE
SUPPORTING THE TRADE OF DIRECT AND INDIRECT GOODS FOR THE LEADING AUTOMOTIVE
E-MARKETPLACE
Pease join Commerce One's Internet Webcast to hear Commerce One and Covisint
executives discuss the recently announced agreement.
PLEASANTON, CALIF. - DECEMBER 12, 2000 - Commerce One, Inc. (NASDAQ: CMRC) has
reached a definitive agreement to provide the core e-marketplace procurement
infrastructure for Covisint, the automotive e-marketplace.
Covisint has licensed and is using Commerce One MarketSite(TM), the company's
e-marketplace infrastructure solution, as the procurement transaction engine for
the trading of all kinds of goods and services, including indirect and direct
(planned) materials.
Covisint has licensed and is hosting the Enterprise Buyer(TM) Desktop Edition
e-procurement application for use by participants in the e-marketplace. Covisint
will also use Commerce One auction and catalog content solutions. Commerce One
Global Services is providing Covisint with both strategic and technical
consulting resources.
Commerce One has powered more than $1.5 billion to date in transactions for
Covisint and its trading partners General Motors and Daimler Chrysler.
Under the terms of the agreement, Commerce One will receive consideration in
keeping with its typical e-marketplace customer relationships, including cash
compensation, a share of the e-marketplace revenue and an equity interest in
Covisint. Commerce One is the only technology partner with revenue share in
Covisint.
"We look forward to continuing our efforts with Covisint to deliver a global
e-marketplace platform for the automotive industry," said Mark Hoffman, Chairman
and CEO of Commerce One. "Covisint is an excellent example of Commerce One's
business model and reflects our commitment to moving the world's business
commerce onto the Web."
"Commerce One is a key partner in making Covisint a cornerstone for e-commerce
in the automotive industry," said Rico Digirolamo, Covisint interim CEO.
"Commerce One's technology and experience are a vital asset in our efforts, and
we look forward to continuing our success together."
DETAILS OF THE DEFINITIVE AGREEMENT
Commerce One will be entitled to share in the revenues generated by the Covisint
exchange for an anticipated ten-year term. Commerce One also received a two
percent equity interest in Covisint. This equity interest will be held in escrow
and released to Commerce One only upon the successful completion of its
restructuring into a holding company as described below. Commerce One will also
receive cash compensation for the consulting services that it will provide to
Covisint.
In connection with the Covisint transactions, Commerce One will undergo a
corporate restructuring into a
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holding company. Once the restructuring occurs, all of Commerce One's
outstanding shares of common stock will automatically be converted into shares
of the holding company common stock at a one-for-one conversion rate. As a
result, Commerce One, Inc. will become a wholly owned subsidiary of the new
holding company. The holding company will continue the business of Commerce One
and will become the new "Commerce One."
Upon the signing of the Covisint agreements on Friday, December 8th, the
Commerce One holding company issued 14.4 million shares of its common stock to
Ford and 14.4 million shares of its common stock to GM. Half of each of Ford's
and GM's shares will be held in escrow and will be released to Ford and GM in
December 2002 upon the satisfaction of certain conditions under the Covisint
agreement. Otherwise, the shares will not be released to these companies until
June 2004.
All of the shares of stock issued to Ford and GM will be subject to transfer
restrictions for three years and will be entitled to registration rights
beginning after three years, subject in each case to limited exceptions. Ford
and GM have also agreed to certain "standstill" restrictions that will limit
their ability to acquire additional shares of Commerce One's outstanding stock.
The proposed corporate restructuring is subject to the approval of Commerce
One's existing stockholders and is expected to take place in the spring or
summer of 2001. In the event this approval is not obtained, the Covisint
agreements will remain in place. Commerce One will in that case issue a total
28.8 million shares of its stock directly to Ford and GM in exchange for the
28.8 million shares of holding company stock currently held by them. In either
event, these shares of Commerce One common stock will be subject to similar
escrow, standstill and transfer provisions, and will be entitled to the same
registration rights described above whether or not the corporate restructuring
takes place.
Further information about the corporate restructuring will be available in
documents to be provided to Commerce One's stockholders in the spring or summer
of 2001. Commerce One's stockholders are encouraged to read these documents
carefully because they will contain important information about the
restructuring. Copies of these documents will be available on the SEC's website
at www.sec.gov or at no charge from Commerce One's investor relations department
at 4440 Rosewood Drive, Pleasanton, California 94588, (925) 520-6000.
ABOUT COVISINT
Covisint is an e-business exchange announced by DaimlerChrysler, Ford and
General Motors, and joined by Renault/Nissan, to meet the needs of the
automotive industry. Covisint will provide original equipment manufacturers
(OEMs) and suppliers the ability to drive costs from their respective supply
chains and bring efficiencies to their business operations. Covisint's temporary
headquarters are located in Southfield, Michigan. The organization expects to
establish offices in Europe and Asia.
ABOUT COMMERCE ONE
Commerce One-Registered Trademark- (NASDAQ: CMRC) is the leader in global
e-commerce solutions for business. Through its products and services, Commerce
One creates access to worldwide markets, allowing anyone to buy from anyone,
anytime, anywhere. The Global Trading Web(TM) is the world's largest
business-to-business trading community. Composed of many open e-marketplaces,
the Global Trading Web provides unprecedented economies of scale for buying
organizations, suppliers, and service providers worldwide. Through its alliance
with SAPMarkets, Commerce One enables enterprises and communities of all sizes
and industries to efficiently conduct collaborative business on the Internet.
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.
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FORWARD LOOKING STATEMENTS
This news release contains "forward-looking" statements that involve risks and
uncertainties. These statements include statements about Covisint's marketplace,
future market share, revenues, and overall success, Commerce One's share of
Covisint's revenues and the duration of the revenue sharing, and the
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anticipated approval and timing of the corporate restructuring of Commerce One
into a holding company. Actual results may differ materially depending on a
variety of factors, including Covisint's successful development and
implementation of its exchange, the success and timeliness of the implementation
of the software necessary to operate the exchange, the integration of the
exchange with the existing information systems of the exchange participants,
unexpected operational difficulties, the extent to which the automakers and
their suppliers utilize the exchange, Covisint's ability to attract executive
management, competition from other existing or new business-to-business
exchanges, and antitrust and other regulatory issues. In addition to the
information set forth above, additional information regarding these factors and
other factors are contained in Commerce One's SEC filings, including its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and its
Annual Report on Form 10-K for the year ended 1999.
Copyright-C- 2000. Commerce One, Many Markets. One Source. Global Trading Web,
Commerce One.net, BuySite, MarketSite, Global Trading Platform, Common Business
Library, XML Development Kit, XML Commerce Connector, MarketSite Builder, and
SupplyOrder are either trademarks or registered trademarks of Commerce One, Inc.
Enterprise Buyer and MarketSet are trademarks of Commerce One, Inc and
SAPMarkets. All other company, product, and brand names are trademarks of their
respective owners.
MEDIA CONTACTS: COMMERCE ONE MEDIA CONTACTS: COVISINT
Katie O'Connell Thomas Hill
Commerce One Inc. Niehaus Ryan Wong
925-520-6094 248/926-6998
[email protected] [email protected]
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Caroline Hacker Shane Dolgin
The Horn Group Niehaus Ryan Wong
415-905-4016 650/827-7052
[email protected] [email protected]
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