[Brokat logo]
Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rule 14a-12
of the Securities Exchange Act of 1934
Filing by: BROKAT Infosystems AG
Subject Company: Blaze Software, Inc.
SEC File No. of Blaze: 000-29817
CONTENT
STRATEGIC RATIONALE OF
ANNOUNCED ACQUISITIONS
MERGER INTEGRATION
BROKAT STRATEGY
FINANCIALS
[Graphic omitted.]
APPENDICES
<PAGE>
[Brokat logo]
2
THREE LEADING e-INFRASTRUCTURE PLAYERS JOIN FORCES
CREATING AN INTERNATIONAL e-BUSINESS POWERHOUSE
[Graphic omitted]
o BROKAT entered into agreement to acquire Blaze and GemStone
o The combination allows us to deliver an integrated e-Services Platform
o Flexible, future-proof, customer-focused e-Business solutions with
shorter time-to-market for service providers
o Partner readiness through improved functionality and industry standard
compliance
o CRM-enabling o J2EE-compliance
o Optimal fit will result in earlier profitability with greater revenue and
earnings momentum
<PAGE>
[Brokat logo]
3
THE PLAYERS: EACH RESPECTED LEADER IN
ITS FIELD OF e-BUSINESS
OVERVIEW BLAZE
[Graphics omitted]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Main product
Blaze Advisor: Rule-based software infrastructure
to build personalized e-Business solutions
Blaze Mission
Main customer segments: Insurance, banking,
[Blaze logo] telecommunications (more than
200 customers)
Supplying the
leading Revenue FY 99/00: USD 18.2* million (+100%)
infrastructure for
rules-based Market cap. 6/2000: USD 300+ million
application
development and Number of employees: 227
rule runtime
execution
Headquarters: San Jose, CA, USA
History: Founded in 1985 as Neuron Data
Advisor 1.0 1998
Renamed in 1999
IPO in March 2000
</TABLE>
<PAGE>
[Brokat logo]
4
BLUECHIP CUSTOMERS AND PARTNERS IN THE FINANCIAL COMMUNITY
[Blaze logo]
Selected Clients Selected Partners
---------------- -----------------
[Graphic omitted] [Graphic omitted]
<PAGE>
[Brokat logo]
5
THE PLAYERS: EACH RESPECTED LEADER IN
ITS FIELD OF e-BUSINESS
OVERVIEW GemStone
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Main product
GemStone/J: Enterprise class Java application
server for adaptable e-Business solutions
Main customer segments: Financial Institutions,
[Graphic omitted] Telecommunications, B2B
e-Marketplaces and Portals
GemStone Mission
[GemStone logo]
Supplying the most
technologically
advanced Java-
based software
infrastructure for
the new B2B
economy
Revenue FY 99: USD 23.6 million
Market cap. 6/2000 Not publicly traded
Number of employees: 170+
Headquarters: Beaverton (Portland), OR, USA
History: Founded in 1982
First Java product, GemStone/J
1.0, shipped 1997
</TABLE>
<PAGE>
[Brokat logo]
6
BLUECHIP CUSTOMERS AND PARTNERS
[GemStone logo]
Selected Clients Selected Partners
---------------- -----------------
[Graphic omitted] [Graphic omitted]
<PAGE>
[Brokat logo]
7
THE MARKET MOVES TOWARDS THE INTEGRATED PLATFORM
Application Development and Execution
o Transaction Processing
o Back-Office Integration
o Multi-Channel [Graphic omitted]
o Messaging
o Security
o Standard Compliance
o (EJB/J2EE)
<TABLE>
<CAPTION>
<S> <C> <C>
"The vendors leading the pack today are o User Profiling /
those capable of covering the entire scope Customer Tracking
of Web application development, including o Content Management
value-added components and custom o e-Business Intelligence
application development." o Message Notification
o Payment
e-Business: Reshaping the Application Server Market? o Teleweb
TechMetrix, Jun. '00 o Personalization (Business
Rule Automation)
</TABLE>
<PAGE>
[Brokat logo]
8
BROKAT TWISTER
INFRASTRUCTURE FOR THE e-FRONT-OFFICE
o Customer Contact Tracking
o Data Warehousing
o Data Analysis/Decision Support
o Personalization
o Workflow
o . . . .
[Graphics omitted.]
<PAGE>
[Brokat logo]
9
ENRICHMENT OF e-SERVICES PLATFORM
BROKAT TWISTER: INFRASTRUCTURE FOR THE e-FRONT-OFFICE
[Graphic omitted.]
[Blaze logo]
Blaze Advisor:
Rule Engine that
allows personalization
[Graphics omitted.]
[Graphic omitted.]
[GemStone logo]
GemStone/J:
J2EE-Compliant
Enterprise Application Server
<PAGE>
[Brokat logo]
10
MOVING TO THE FOREFRONT IN e-SERVICES PLATFORMS
POSITIONING OF BROKAT, BLAZE AND GemStone IN THE NEW CONTEST OF PLAYERS
<TABLE>
<CAPTION>
GemStone is a leading provider of EJB
Enterprise Application Server
<S> <C>
"J2EE's distributed and object-oriented [Graphic omitted]
capabilities tend to be better suited to large-
scale projects. As a result, mind shares favor a
J2EE-compliant application server."
"e-Business: Reshaping the Application
Server Market?" TechMetrix, Jun. '00
Personalization,..., has been a key enabling [Graphic omitted.]
technology for bringing e-Commerce and
CRM together. It will be important to be able Blaze is a leading provider of rules
to personalize consistently across different based software infrastructure for
applications as well as across all channels. personalization
GigaGroup Source: Brokat, Blaze, Gartner
</TABLE>
<PAGE>
[Brokat logo]
11
COMBINING BROKAT, GemStone & BLAZE FIELD ORGANIZATIONS
Future growth opportunities
[Graphic omitted]
o Enlarged product portfolio and the
offering of an integrated platform
solution
o One strong US field organization
o Growing market share by consolidating
market
o Higher market penetration due to
increased customer base
o Increase of human capital by knowledge
combination and exchange
<PAGE>
[Brokat logo]
12
REASONS FOR THE ACQUISITIONS
IMPROVED CUSTOMER AND PARTNER ATTRACTIVENESS. . .
[Graphic omitted] [Graphic omitted]
Brokat:
o CORBA Enterprise Application Server
o Multi-Channel Customer Interaction
o Enterprise Application Integration
o Business Services (Payment, Collaboration)
GemStone:
o Investment protection and improved completeness and openness through J2EE
industry-standard compliance
o Faster time-to-market via lower Java entry barrier & best practices o Lower
cost of ownership through efficient server architecture (Extreme
Clustering(TM))
o Large developer's community for steep learning curve (knowledge transfer)
and best practices
Blaze:
o Supports rapidly changing applications that can respond to dynamic market
conditions or customer behavior
o Improved Customer Relationship Management through personalization across
all channels enhances completeness of platform
o Cost reduction through business process automation (intelligent
e-Self-Services)
o Frameworks for ASP models
<PAGE>
[Brokat logo]
13
REASONS FOR OPTIMAL FIT
[Graphics omitted.]
<TABLE>
<CAPTION>
Shared vision of
e-Services Platform
<S> <C> <C> <C>
Product Development: o Java-based EAS and CRM Engine
are strategic additions to the Twister
e-Services Platform
o Shares view of development pipeline
o Complementary development skills
reduce time-to-market
Field Operations: o Enhanced credibility and branding
Marketing especially in the US market
o Promotion of Twister platform Brokat to
reach earlier
EBITDASO*
profitability
Field Operations: o Complementary geographies, skill
Sales & Services sets and services offerings
o Cross-selling/up-selling potential for
all involved parties
o Leveraging of customer relationships
Culture/HR: o Employees share a culture of
innovation and product excellence
* Earnings Before Interest, Taxes, Depreciation,
Amortization and Stock Options
Source: Brokat, Blaze, GemStone
</TABLE>
<PAGE>
[Brokat logo]
14
CONTENT
STRATEGIC RATIONALE OF
ANNOUNCED ACQUISITIONS
MERGER INTEGRATION
BROKAT STRATEGY
FINANCIALS
[Graphic omitted.]
APPENDICES
<PAGE>
[Brokat logo]
15
INTEGRATION PROCESS
STRONG EXTERNAL SUPPORT BY MCKINSEY & COMPANY
[Graphic omitted]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
o Started after announcement
o No formal changes to organizational structure
before closing
o Launch integration teams (Products, Marketing,
Merger Preparation Sales, Finance, G&A) to identify required changes
and necessary actions
o Finalize new organizational design (Governance,
structure, processes)
o Starts after closing
o Subsequently implement changes and defined
Post Merger Integration actions
o Achieve quick wins
o Closely monitor implementation progress
o January 2001
Full Operation o Integration completed
o New structure and processes fully in place
</TABLE>
<PAGE>
[Brokat logo]
16
IDENTIFIED FINDINGS AND ACTIONS
[Graphic omitted]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
o Experienced marketing team in the US
o Head of Corporate Marketing located in the US
Marketing o Adopt marketing activities on a regional base
o Launch Industry/Solution Marketing to address new
verticals
o Head of Twister Division located in Germany
o Development units of Blaze and GemStone will be integrated
Products into the Twister Division
o Product board of coordinate worldwide development
activities
o Integration/coordination of worldwide sales office till end
of 2000
Sales o Unification of sales processes and methodologies
o Sales training / Reference Selling initiative started
</TABLE>
<PAGE>
[Brokat logo]
17
FIRST SIGNS OF SUCCESS
[Graphic omitted]
<TABLE>
<CAPTION>
<S> <C>
o Blaze Adviser and Twister successfully integrated
Products o New roadmap for Twister and integration of Blaze and
GemStone products
o Incentivized reference selling initiative started
o Brokat, GemStone and Blaze introduce their customers to each
Sales other
o Highest reference selling potential foreseen in bringing Blaze
into Brokat and GemStone accounts
o Leads already generated
</TABLE>
<PAGE>
[Brokat logo]
18
TWISTER PACKAGING ROADMAP DRAFT
[Graphic omitted.]
<PAGE>
[Brokat logo]
19
KEY FACTORS OF SUCCESS IN THE US
[Graphic omitted]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
KFS for US market Brokat's positioning in the US
penetration
o Visibility/branding o Strengthened through Blaze and GemStone acquisition
o Corporate Marketing located in US
o Brokat is already well known in the financial vertical
o Product offering adopted o Offering a US-tailored Cash Management Solution
to the US market o Blaze Advisor and GemStone/J well established products in the US
o Ability to execute o ~500 US employees (~140 US sales/marketing, 150 US R&D)
o Strengthen platform sales experience through Blaze and GemStone
o Management attention o Stefan Rover will move to the US
</TABLE>
<PAGE>
[Brokat logo]
20
CONTENT
STRATEGIC RATIONALE OF
ANNOUNCED ACQUISITIONS
MERGER INTEGRATION
[Graphic omitted.]
BROKAT STRATEGY
FINANCIALS
APPENDICES
<PAGE>
[Brokat logo]
21
BROKAT POSITIONING
A BLUEPRINT FOR e-BUSINESS
o For companies that provide transactional services over
electronic distribution channels ("e-Services"), BROKAT
supplies SW-infrastructure and applications.
o Unlike other software vendors offering individual
pieces of a puzzle, BROKAT delivers integrated e-Front
Office solutions that combine technology elements and
business logic.
[Graphic omitted.]
o Vertically BROKAT is focused on financial applications
such as e-Banking, e- Brokerage or e-Payment.
o Horizontally BROKAT is specialized in integrating
electronic delivery channels such as the Internet or
mobile phones, with a particular emphasis on mobile
authentication ("meSign").
<PAGE>
[Brokat logo]
22
FINANCIAL SYSTEMS DIVISION
THE FINANCIAL SYSTEMS DIVISION COMBINES THE TWISTER-PLATFORM WITH IN-HOUSE
DEVELOPED AND STANDARDIZED APPLICATIONS FOR THE FINANCIAL INDUSTRY
o For retail banking
o banking and brokerage [Graphic omitted.]
o For corporate banking
o TST cash management
o The goal: the "bank out of the box"
-> Fernbach's reference model standardizes the access to all banking data
available 24 hours/7 days
-> Recent customer wins are leading financial institutions such as SEB, the
largest bank in Scandinavia, with 380,000 online accounts and TD Bank
Financial Group, the largest bank in Canada, with 2.2 million online
accounts are implementing BROKAT technology
<PAGE>
[Brokat logo]
23
PAYMENT SOLUTIONS
BROKAT OFFERS A UNIQUE MULTI-PAYMENT SOLUTION
o Certified by the international standard of secure electronic transactions
(SET)
o SET provides privacy and authenticity as well as message integrity and non
repudiation
o X-PAY Server is available on NT, Sun Solaris and Linux. With X-Pay 2.0
merchants now have a SET-certified Linux server at their disposal for the
first time ever.
o Thin Java Wallet can be loaded into the customer's internet browser and
allows internet payment without installing any additional software.
o Support of various payment methods such as credit-, debit- and cash cards
o Access of various electronic channels through Twister platform
o Simple integration to internet shopping systems (e.g. Intershop)
o Expandable by components for electronic bill presentment and payment (EBPP)
[SET logo]
<PAGE>
[Brokat logo]
24
BARRIERS PRESENTLY LIMITING E-BUSINESS WILL BE TORN DOWN IN THE M-WORLD
Today's barriers Tomorrow's m-powered e-business
---------------- -------------------------------
KFS for e-business
[Graphics omitted.] [Graphics omitted.]
<PAGE>
[Brokat logo]
25
EVOLUTION OF M-POWERED E-BUSINESS
[Graphic omitted]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Real life e-business
Full mobility integrated into
Genuine m-characteristics in e- everyday life
business o "Silent" e-business e.g.
Inherent trust based relationships, via bluetooth
Additional m- personalization and localization o telematics
channel to e- o m-payment
business o personal agents
o m-banking o localization based
Current o m-brokerage o services
Situation o personal life/finance
Internet e- o management
business o mobile office
o mobile entertainment
</TABLE>
[Graphic omitted.] [Graphic omitted.] [Graphic omitted.]
<PAGE>
[Brokat logo]
26
B2C/C2C m-TRANSACTIONS
[Graphic omitted.]
<TABLE>
<CAPTION>
Transaction support services Transaction provisioning services
<S> <C> <C> <C>
Services required to initiate, evaluate, and Services aimed at facilitating buyer-seller
execute transactions interaction to do transactions
o M-wallet o Auctions
o Micro payments o Mobile banking
o Security services o M-tailing (mobile shopping)
o Authorization, e.g., certified authorities o Stock trading
(CAs) o Bookings/reservations
o Search tools
o Vendor listings
o Advertising
</TABLE>
<PAGE>
[Brokat logo]
27
PERSONAL LIFE MANAGEMENT/MOBILE OFFICE
[Graphic omitted]
Communication Information
o SMS o News
o Voice mails o City guides
o E-mail o Maps
o Chatrooms o Directory services
o Video calls o Traffic alerts
o Unified messaging o Travel info/notifications
o Location info
Entertainment Virtual assistance
o Music, e.g., ringing tones, MP3 o Calendar
o Games o Mobile ID
o Graphics, e.g., icons, cartoons o Remote controls
o Movies o Emergency services
o Jokes
<PAGE>
[Brokat logo]
28
SECURITY CONCERNS OF E-SHOPPERS
[Graphic omitted]
<TABLE>
<CAPTION>
Online shopping -- key success factors Top 5 reasons for not buying on the
Importance on scale 0 - 10 Internet*
Factor
------
<S> <C> <C> <C>
Security of transactions..........................9,6 Don't trust payment
method/security..................................31
Competitive price.................................9,0
Easier to shop in a Store/
Convenience.......................................8,9 prefer in-store shopping.........................16
Ease of buying....................................8,7 Privacy issues....................................8
Speed of product delivery.........................8,4 Price too high....................................8
Comparative shopping..............................8,1 Don't have a credit card..........................7
Time to complete purchase.........................7,9
</TABLE>
* Multiple responses to this question were possible, survey size of 6,600
Source: Jupiter/NFO Consumer Survey Volume 1, 1998; CommerceNet/Nielson; GVU
Survey
<PAGE>
[Brokat logo]
29
EXAMPLE: PAYMENT INFRASTRUCTURE
[Graphic omitted]
<PAGE>
[Brokat logo]
30
THE MOBILE SIGNATURE REVOLUTIONIZES SECURE ONLINE
AUTHENTICATION INFRASTRUCTURES
[Graphic omitted]
ONLINE AUTHENTICATION TECHNOLOGIES
[Graphic omitted]
Source: Brokat
<PAGE>
[Brokat logo]
31
THE MOBILE ELECTRONIC SIGNATURE
[Graphic omitted]
o Mobile Electronic Signature means use of mobile digital signatures (also
called "Mobile Electronic Signature") with consistent merging of the mobile
phone sector and Internet
o Flexible use in any number of e-Business applications, i.e.
cross-application usability
o Mobile Electronic Signature means initiation of business transactions on
the Internet / WAP / SMS / IVR / SIM- ToolKit / Bluetooth and Signing via
mobile end devices such as mobile phones
o Mobile Electronic Signature facilities conclusion of legally binding
business in the entire e-Business sector from anywhere and anytime
o Secure payment for the business transaction performed via Internet and
mobile phone
<PAGE>
[Brokat logo]
32
MOBILE ELECTRONIC SIGNATURE-WORKFLOW
o Consumer
with mobile device in
different qualities
o Mobile Service Provider
provides authentication on
various levels and
opportunity for
authorization
[Graphic omitted] o Enabling Service Provider
provides quality statements
and infrastructure services,
opportunity for
authorization
o Primary Service Provider
vending of products and
services via Mobile
Electronic Signature
[Graphic omitted]
Mobile Electronic Signature
standardizes the communication
between Mobile Service Provider
and Primary Service Provider
<PAGE>
[Brokat logo]
33
MEMBERS OF THE MOBILE ELECTRONIC SIGNATURE CONSORTIUM
[Graphic omitted]
[The Mobile
Electronic
Signature
Consortium logo]
<PAGE>
[Brokat logo]
34
PENETRATION STRATEGY IN DIFFERENT SEGMENTS
<TABLE>
<CAPTION>
Region/
Killer Apps EMEA/ASPA US
<S> <C> <C> <C> <C>
m-powered - Create m-showcase - Develop gateways for heterogeneous
- e-Banking -Strengthen productization of e- US mobile standards
e- - e-Brokerage Fin.-moduls - Create m-showcase
Finance -Emphasize m-reliability and - Partnership with ISVs/ASP's
e-Services upgradability - Approach banks
including -Approach financial services
new m- providers
channel
Other - Travel/ - Define vertical pins - As EMEA/ASPA
"vertical booking - Establish partnership with ISVs
pins" - Retail/shop and SIs
systems
- m-Payment - Create payment showcase - Develop gateways for heterogeneous
- Agents - Approach telcos / portals US mobile standards
m-Services - PIM - Use telco pull to approach Sps - Create m-showcase
- m-Sign - Establish partnership with
ISVs/ASPs
- Approach telcons
</TABLE>
o Addressing different needs with clustered packages/suites
o Banking, Brokerage, Payment, Authentication
o Offering different editions of Twister
o Enterprise, Professional, Entry
<PAGE>
[Brokat logo]
35
BROKAT VISION
WHAT WILL THE FUTURE LOOK LIKE?
[Graphic omitted]
<PAGE>
[Brokat logo]
36
CONTENT
STRATEGIC RATIONALE OF
ANNOUNCED ACQUISITIONS
MERGER INTEGRATION
BROKAT STRATEGY
FINANCIALS
[Graphic omitted.]
APPENDICES
<PAGE>
[Brokat logo]
37
REVENUE DEVELOPMENT
BROKAT HAS ENJOYED 3-DIGIT GROWTH RATES EVERY YEAR
[Graphic omitted]
<PAGE>
[Brokat logo]
38
SUCCESSFUL DEVELOPMENT OF THE FIRST 6 MONTH OF 2000
License revenue
International revenue Partner revenue
[Graphics omitted]
<PAGE>
[Brokat logo]
39
QUARTERLY DEVELOPMENT OF MARGINS SINCE SHORT FY
[Graphic omitted]
<PAGE>
[Brokat logo]
40
BUSINESS MODEL
BROKAT'S NEW LICENSING MODEL FOR TWISTER 4.0
Price for Twister Core is based on number of CPU's
Solution CPU's End users Average project price
(in thousands) (Twister Core + EAI Services + CI
Services)
Trial/Entry Project 2 0 to 20 DM 264,000
Small Project 4 21 to 40 DM 508,000
Mid Size Project 8 41 to 80 DM 1,030,000
Large Project 16 81 to 160 DM 1,780,000
Enterprise Project 48 161 to 480 DM 4,700,000
Existing Customers:
o Migration:
o if an existing customer updates to Twister 4.0 the already existing
number of CPU automatically become the basis of the new
license-contract
o future upgrades will be billed according to the new CPU-based price
list
BROKAT will generate recurring revenue as the number of e-users grow
[Graphic omitted] [Graphic omitted]
<PAGE>
[Brokat logo]
41
CONSOLIDATED INCOME STATEMENT
DM mn Q2 00 Q2 99 Jan-June 00 Jan-June 99
Revenues 43.2 25.2 81.7 42.8
Cost of sales (17.0) (15.5) (32.9) (21.0)
Gross Profit 26.3 9.7 48.9 21.9
Selling expenses (20.7) (13.4) (36.3) (23.3)
General and administrative expenses (8.7) (4.0) (15.7) (6.5)
Research and development (11.3) (2.9) (21.4) (4.8)
Operating result (14.4) (10.6) (24.6) (12.8)
Other income, net (2.1) 2.2 0.5 1.7
EBITDASO (14.7) (7.4) (20.0) (9.3)
Amortization costs (8.0) (4.0) (15.2) (4.0)
Cost of employee participation (10.4) (5.1) (30.7) (10.3)
EBIT (34.9) (17.5) (69.9) (25.3)
Net interest (5.6) (0.3) (6.4) (0.05)
Income taxes, net 0.02 (0.1) (0.2) (0.1)
Extraordinary loss --- --- --- ---
Net Loss (40.5) (17.9) (76.7) (25.4)
<PAGE>
[Brokat logo]
42
PRO-FORMA CALENDAR YEAR 1999 INCOME STATEMENT
(DM in thousands) Blaze GemStone Brokat Pro-Forma
Pro forma P&L CY 19991,2,3
Total revenues 27,681 44,330 94,047 166,055
Cost of sales 10,160 13,311 43,890 67,361
Gross Profit 17,520 31,020 50,157 98,697
Gross Margin 63.3% 69.9% 53.3% 59.4%
EBITDASO (10,850) (6,051) (28,872) (45,773)
EBITDASO margin (39.2%) (13.7%) (31.0%) (27.6%)
Net Income (34,379) (8,506) (83,006) (125,891)
Notes:
-----
1. Excluding all synergies
2. Average 1999 DM/US dollar exchange rate: 0.53326
3. Figures are rounded
<PAGE>
[Brokat logo]
43
PRO-FORMA REVENUE ANALYSIS OF THE COMBINED ENTITY
THE PRO-FORMA REVENUE FOR THE COMBINED ENTITY IS USD 88.5 MILLION
[Blaze logo] [GemStone logo]
[Brokat logo]
[Graphic omitted] [Graphic omitted]
USA was the largest revenue generator with 46% of overall revenues
* Includes Blaze discontinued operations; geography revenue breakdown for
Brokat based on short FY 1999.
<PAGE>
[Brokat logo]
44
JOINT EMPLOYEE STRUCTURE
OVER 1,000 EMPLOYEES WORLDWIDE
[Blaze logo] [GemStone logo]
[BROKAT logo]
[Graphic omitted]
BROKAT BLAZE GEMSTONE TOTAL
Europe 622 21 29 672
USA 141 181 156 478
Australia 51 2 - 53
814 204 185 1203
Finance & Organization 137 31* 24 192
Research & Development 257 42* 71 370
Customer & Professional Services 235 51* 36 322
Sales & Marketing 185 57* 54 296
814 204 185 1203
* USA only As of June 2000
<PAGE>
[Brokat logo]
45
PRO FORMA BALANCE SHEET OF THE COMBINED ENTITY
PRO FORMA: SELECTED BALANCE SHEET ITEMS AS OF JUNE 30, 2000
[Blaze logo] [GemStone logo]
[BROKAT logo]
[Graphic omitted]
(DM in millions) BROKAT Blaze GemStone Pro Forma
ProForma Balance Sheet1, 2, 3 Total
Cash & Cash Equivalents 163.8 127.34 0.4 291.5
Total Current Assets 252.0 140.6 9.8 402.4
Total Assets 496.2 149.3 12.0 657.5
Total Debt 248.6 0.8 15.2 264.6
1 All figures are as of June 30, 2000. Brokat and Blaze figures are from their
Quarterly Reports. GemStone figures are from the management.
2 Preliminary figures.
3 Average 1999 DM/US dollar exchange rate: 0.53326
4 Including short-term investments.
<PAGE>
[Brokat logo]
46
FINANCIAL ANALYSIS OF THE TRANSACTIONS
[Graphic omitted]
o One of the first Neuer Markt-listed all stock acquisition of a
Nasdaq-listed company1/ -
o Blaze premium of 35% compares to industry averages2/:
= Vignette / OnDisplay 30% premium
= WebMethods / Active Software 39% premium
o Blaze revenue multiples compare favorably with comparables:
= BroadVision 31x CY2001 revenues
= Vignette 23x CY2001 revenues
= Blaze 12.9x CY2001 revenues3/
o The stock option plan of Blaze will not be vested as of the closing. At the
regular exercise time, the employees will receive Brokat ADSs.
o GemStone equity value of DM 508.6mn represents a CY99 revenue multiple of
11.1x
------------------------
1/ Brokat will pay approx. 4.874 m shares for 100% of Blaze's fully diluted
number of shares and 2.435 m shares for 100% of GemStone
2/ Based on implied purchase price of $20.93 and closing price as of June 19 of
15.50 USD
3/ Based on implied purchase price of $20.93 and calendarized revenue
projections for 2001 (Source: Robertson Stephens)
<PAGE>
[Brokat logo]
47
SYNERGY DISCUSSION
CALENDAR YEAR 2000
[Blaze logo] [GemStone logo]
[Brokat logo]
[Graphic omitted]
o No cost or revenue synergies to be achieved in 2000
o Consolidation probably not before Q4
o High likelihood of additional operating cost in 2000 due to integration
efforts
<PAGE>
[Brokat logo]
48
CROSS SELLING MATRIX FOR 2001
To/From BROKAT Blaze GemStone
BROKAT 1. 4. 7.
Blaze 2. 5. 8.
GemStone 3. 6. 9.
Sum(1) about 5% about 20% about 5%
1./5./9. Potential for increased sales due to better market
positioning/visibility, higher critical mass and credibility of Brokat
Group in total and especially in US market; harvesting of existing
customer base
2./8. No synergy potential assumed since infrastructure decision is already
taken
3. Additional on-top Twister sales (CI and EAI) into existing GemStone
accounts
4. Rule engine capabilities also needed in environments were Twister or
Brokat applications are already running; natural fit into pool of
qualified leads
6. With the Application Server already in place, likelihood of Blaze sales
into such accounts should be high =(play) natural fit
7. No synergies assumed to avoid overlap of with (1)
(1)Percentages stated are based on each companies 2001 standalone revenue
numbers.
<PAGE>
[Brokat logo]
49
SYNERGY DISCUSSION - POTENTIAL COST REDUCTION
CALENDER YEAR 2001
[Graphic omitted]
o Less internationalization cost for Blaze and GemStone
o Less expansion cost for BROKAT in the US
o Less marketing and branding spending for Blaze and GemStone
o US sales office consolidation
o Streamlining of administrative functions and agency consolidation
o Potential for increased cost for co-ordination
o Additional integration cost in first half of 2001
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QUANTIFICATION OF COST SYNERGIES FOR 2001
POTENTIAL COST SAVINGS
[Graphic omitted]
Blaze GemStone Brokat
%Points
General & Administrative 15% 10% 2%
Selling 10% 10% In % of revenues 2%
[Graphic omitted]
Marketing 25% 20% 4%
Research & Development 0% 0% 0%
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FINANCIAL IMPACT OF TRANSACTION - SUMMARY
[Graphic omitted]
o After consolidation immediate accretion on a revenue and gross margin basis
o Improved revenue growth through cross selling opportunities
o Better branding could reduce marketing spending
o Opportunity for further US expansion at reduced cost due to joint sales and
marketing force
o Brokat will improve its financing with a cash position of about DM 300
million
Expected revenue synergies and cost savings
should lead to shortened time to profitability for the new Group
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[Brokat logo]
CONTENT
STRATEGIC RATIONALE OF
ANNOUNCED ACQUISITIONS
MERGER INTEGRATION
BROKAT STRATEGY
FINANCIALS
[Graphic omitted.]
APPENDICES
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BLAZE: HISTORICAL P&L
[Blaze logo]
[Graphic omitted]
Blaze financial statements FY 1998/1999 FY 1999/2000
FY end March - '000s of USD Total Total
Revenues
Product licenses 3,722 8,486
Service/Other 5,332 9,710
Total revenues 9,054 18,196
Cost of revenues 2,932 6,875
Gross Profit 6,122 11,321
Operating expenses 11,634 37,490
Operating income (5,512) (26,169)
EBITDASO* (5,512) (9,769)
Interest income & other (249) (102)
Pretax income (5,761) (26,271)
Taxes 87 153
Net income (5,848) (26,424)
* Excludes nil and UDS 16.4 m in stock-based compensation amortization
recognized in FY 1999 and FY 2000, respectively.
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GemStone: HISTORICAL P&L
[GemStone logo]
[Graphic omitted]
GemStone financial statements
FY end Dec - '000s of USD 1998 1999
Revenues
Licenses
Java 3,934 6,810
Smalltalk 6,629 5,350
Total licenses 10,563 12,160
Services
Java 2,218 4,186
Smalltalk 8,318 7,294
Total services 10,536 11,480
Total revenues 21,099 23,640
Cost of revenues 6,685 7,098
Gross profit 14,414 16,542
Operating expenses 18,301 20,695
Operating income (3,887) (4,153)
EBITDASO (2,786) (3,240)
Interest income & other (52) (217)
Pretax income (3,939) (4,370)
Taxes (77) (166)
Net income (4,016) (4,536)
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BLAZE TRANSACTION STRUCTURE
BLAZE APPROX: PURCHASE PRICE1+
Brokat share price on 19/6/00: E 119.80 (114.61 USD)
Exchange ratio: 0.1826
Price per Blaze share2: $20.93
Basic Blaze shares outstanding: 22.625 mn
Fully diluted shares outstanding3: 26.801 mn
Basic equity value in USD: 473.541 mn
Value of options outstanding in USD: 87.400 mn
----------------------------------- ---------
Fully diluted equity value in USD: 560.941 mn
Enterprise value in USD: 491.641 mn
BLAZE IMPLIED REVENUE MULTIPLES4
CY 1999 CY 2000 CY 2001
Enterprise value/sales 33.3x 17.1x 11.3x
Equity value/sales 38.0x 19.5x 12.9x
Brokat equity value/sales 64.7x 38.4x 24.6x
BLAZE PURCHASE PREMIUM
Premium to closing price on 19/6/00 of 15.50 USD: 35%
Premium to IPO price on 223/00 of 16.00 USD: 31%
1 All share deal, Blaze shareholders will receive approx. 4.974 m Brokat shares
for 100% of Blaze's fully diluted number of shares.
* Actual purchase price might eventually be lower. Portion of stock options
could be accounted for as deferred compensation. Resolution pending.
2 Based on 0.9567 Euro/USD
3 Based on treasury method with weighted average exercise price of $1.99 and
4.615 m stock options outstanding.
4 Based on calendarized revenue projections (source: Robertson Stephens) Price
calculation for US GAAP purchase accounting purposes will be based on a 5 day
trading average (+/-2 days of merger announcement)
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MARKET DEVELOPMENT
[Graphic omitted]
TODAY IN COMPARISON TO 2003
o Industry estimates financial services IT spending at roughly US$ 140
billion per year of which US$ 50 billion is Web- related spending. (Source:
IDC)
o Online banking accounts will grow by 145% from 7.5 m to 18.4 million in
Europe. (Source: Datamonitor)
o Compared to the worldwide internet user which will grow by 65% over the
next 3 years, m-Commerce user will amount to 420 million worldwide which is
a growth rate of 1,845%. Today there are 21.6 million user. (Source: The
Arc Group/eMarketer)
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57
Filings with the US SEC
BROKAT plans to file a Registration Statement on Form F-4 with the US SEC in
connection with the Blaze transaction. The Form F-4 will contain an exchange
offer prospectus, a proxy statement for Blaze's special meeting and other
documents. Blaze plans to mail the proxy statement/prospectus contained in the
Form F-4 to its stockholders. The Form F-4 and proxy statement/prospectus will
contain important information about BROKAT, Blaze, the Blaze transaction and
related matters. Investors and stockholders should read the proxy
statement/prospectus and the other documents filed with the US SEC in connection
with the Blaze transaction carefully before they make any decision with respect
to the Blaze transaction. A copy of the merger agreement with respect to the
Blaze transaction has been filed by Blaze as an exhibit to its Form 8-K dated
June 20, 2000. The Form F-4, the proxy statement/prospectus, the Form 8-K and
all other documents filed with the US SEC in connection with the transaction
will be available when filed free of charge at the US SEC's web site at
www.sec.gov. In addition, the proxy statement/prospectus, the Form 8-K and all
other documents filed with the US SEC in connection with the Blaze transaction
will be made available to investors free of charge by calling or writing to:
Brokat Infosystems AG
Silke Simon
Head of Investor Relations
Industriestr.3
70565 Stuttgart, Germany
Phone: +49-711-78844 298
Email: [email protected]
Blaze Software, Inc.
Gary Shroyer
Investor Relations Department
150 Almaden Blvd.
San Jose, CA 95113
(408) 535-1757
In addition to the Form F-4, the proxy statement/prospectus and the other
documents filed with the US SEC in connection with the Blaze transaction, Blaze
is obligated to file annual, quarterly and special reports, proxy statements and
other information with the US SEC. You may read and copy any reports, statements
and other information filed with the US SEC at the US SEC's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the other public
reference rooms in New York, New York and Chicago, Illinois. Please call the US
SEC at 1-800-SEC-0330 for further information on public reference
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58
rooms. Filings with the US SEC also are available to the public from commercial
document-retrieval services and at the web site maintained by the US SEC at
http//www.sec.gov.
Solicitation of Proxies; Interests of Certain Persons in the Transaction
The identity of the people who, under SEC rules, may be considered "participants
in the solicitation" of Blaze stockholders in connection with the proposed
merger, and a description of their interests, is available in an SEC filing on
Schedule 14A made by Blaze on June 21, 2000.
Forward-Looking Statements
This release contains statements that constitute forward looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward looking statements are statements other than historical information or
statements of current condition. These statements appear in a number of places
in this release and include statements concerning the parties' intent, belief or
current expectations regarding future events, including: the transactions; other
transactions to which the parties may be a party; competition in the industry;
changing technology and future demand for products; changes in business strategy
or development plans; ability to attract and retain qualified personnel;
worldwide economic and business conditions; regulatory, legislative and judicial
developments; financing plans; and trends affecting the parties' financial
condition or results of operations. Forward looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual
results may differ materially from those in the forward looking statements as a
result of various factors. Although management of the parties believe that their
expectations reflected in the forward looking statements are reasonable based on
information currently available to them, they cannot assure you that the
expectations will prove to have been correct. Accordingly, you should not place
undue reliance on these forward looking statements. In any event, these
statements speak only as of the date of this release. The parties undertake no
obligation to revise or update any of them to reflect events or circumstances
after the date of this release, or to reflect new information or the occurrence
of unanticipated events. Readers are referred to Blaze's Annual Report to
Stockholders and BROKAT's and Blaze's other filings with the US SEC for a
discussion of these and other important risk factors concerning the parties and
their respective operations.
