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
BROKAT
FOR IMMEDIATE RELEASE
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Brokat Infosystems AG to Acquire Blaze Software
and GemStone Systems for US $831.7 Million
The Combination of Brokat and Two U.S. Software Leaders Creates
a Global E-Services Technology Platform
San Jose, CA, Beaverton, OR and Stuttgart, Germany - June 20, 2000. In two
transactions valued at approximately US $831.7 million, Brokat Infosystems AG
(Frankfurt Neuer Markt: BRJ), a leading provider of software platforms for
e-business solutions, today announced the signing of definitive agreements to
acquire two U.S. software companies, Blaze Software, Inc (Nasdaq: BLZE) and
privately held GemStone Systems, Inc. The addition of these two companies to
Brokat would strengthen the product portfolios of all three companies and
enhance the technology of Brokat's core product, the e-Services platform Brokat
Twister, which enables companies and institutions to become electronic services
providers.
San Jose, CA-based Blaze is a leading provider of rule-based Internet
infrastructure software for enterprise-scale applications that deliver
personalized, adaptable business processes across multiple electronic
touchpoints. Beaverton, OR-based GemStone is a proven technology leader of
JavaTM-based application server software for high performance scalable
applications to automate enterprise level business-to-business transactions.
Blaze and GemStone products will initially continue to be produced under their
existing brand names. Upon completion of the two transactions, Brokat will have
approximately 1,100 employees worldwide.
In connection with the acquisition of Blaze, Brokat intends to apply for the
quotation of American Depositary Shares (ADSs) representing its underlying
ordinary shares on the Nasdaq National Market. Under the terms of the agreement
Blaze stockholders will receive the ADS equivalent of 0.1826 of a Brokat
ordinary share in exchange for each share of Blaze common stock. To acquire
Blaze, Brokat will issue approximately 4.9 million ordinary shares in the form
of ADSs in exchange for all outstanding shares of Blaze common stock. Based on
Brokat's closing price of Euros 119.80 on the Neuer Markt on June 19, 2000, the
acquisition is valued at 585.9 million Euros or US$560.5 million. The companies
anticipate that the closing will occur at the end of September. The acquisition
will be submitted for approval by Blaze stockholders and is subject to the
satisfaction of regulatory requirements, the listing of the ADSs on Nasdaq and
other customary closing conditions.
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Brokat to Acquire Blaze and GemStone
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To acquire privately held GemStone, Brokat will issue approximately 2.4 million
of its shares. Based on the closing price of Brokat shares on the Neuer Markt on
June 19, 2000, the acquisition of GemStone is valued at 283.5 million Euros or
US$271.2 million. Both companies anticipate closing the transaction by the end
of September. The acquisition will be subject to a fairness hearing under Oregon
law for purposes of a US federal securities law exemption, satisfaction of
regulatory requirements and other customary closing conditions.
Neither acquisition is conditioned upon the other. Both transactions will be
accounted for under US generally accepted accounting principles as purchases and
are expected to be tax free to Blaze and GemStone stockholders.
In connection with the transactions, Boris Anderer, chairman of the managing
board of Brokat, intends to move to the supervisory board. Tom Kelly, chairman
and chief executive officer of Blaze, will be named chairman of the board of
directors of Brokat's U.S. operations. Ken Irinaga, president and chief
executive officer of GemStone, will be named a non-executive member of the board
of directors of Brokat's U.S. operations.
New CRM and Java Components for Twister
"Through these very timely and strategic acquisitions, Brokat will be able to
expand its e-Services platform Twister for important components and technologies
into the tremendously important US market," said Stefan Rover, chief executive
officer of Brokat. "Indeed, the products of both companies are regarded by
industry observers as among the most important technologies in e-business for
the coming years, and we are delighted that they have agreed to join forces with
Brokat."
Blaze's core product, the Blaze Advisor Solutions SuiteTM, is rules-based
infrastructure software used to create personalized e-business solutions. Brokat
plans to enhance its e-Services platform Twister with new Customer Relationship
Management (CRM) functionality by integrating the Blaze Advisor Solutions Suite.
The enhanced platform is being designed to give Brokat customers the ability to
react quickly to changing market conditions, competitive information, regulatory
issues, and customer information. Flexible e-business applications enable
enterprises to apply CRM solutions across multiple channels by leveraging
Brokat's Twister support for Web, call centers, cellular phones, and other
mobile devices. The unique technology of Blaze Advisor Innovator as a part of
Twister is planned as a cost-effective means to provide business managers with
enterprise-wide control over customer-centered CRM policies.
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Brokat to Acquire Blaze and GemStone
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"We believe that this business combination is a win-win for Blaze's employees,
customers, partners and stockholders," said Tom Kelly, Blaze's chairman and
chief executive officer. "This is a phenomenal opportunity for Blaze to be an
integral component of the launch of a global e-Services platform. Our best of
breed rules-based infrastructure has been widely accepted in the U.S., and this
combination allows us to continue to expand our products and provides a unique
platform to offer our solutions to a global audience."
Through its acquisition of GemStone, Brokat intends to integrate the former's
core product, GemStone/J(R), a leading Enterprise Java Beans (EJB) application
server for the commercially critical e-Commerce application development market.
The result will be e-Business Solutions based on the foundation of the Java 2
Platform Enterprise Edition (J2EE(TM) technology). For more than 15 years,
GemStone has helped e-businesses build large-scale, distributed object
application architectures for the enterprise. Customers will receive a
forward-looking solution, and the entry into the Java technology will be simpler
and more cost-effective.
"This acquisition is a tremendous opportunity for both GemStone and our
customers," said Ken Irinaga, president and chief executive officer of GemStone.
I firmly believe GemStone has the best people and technology in enterprise Java,
and this combination will create a new technological powerhouse in the B2B
market space. Brokat is an absolutely premier organization with incredibly
strong management and vision. GemStone will be proud to become a member of the
Brokat family."
Twister Capabilities Expanded and Strengthen US Market Position
"With the acquisitions of Blaze and GemStone, we will expand the Twister
functions in the area of CRM. Twister will also now support the industry
standard J2EE. This brings the vision of a truly integrated e-business platform
into reality," explained Stefan Rover. "This will enable our new organization
the types of full service, robust solutions customers have been seeking in this
highly competitive e-business space", Rover said.
This expansion will allow businesses to attain flexible, future-secured, and
customer-oriented e-commerce solutions. By merging with Blaze and GemStone,
Twister's existing strengths in customer connectivity, enterprise integration
and a robust application server are significantly extended. Through these
enhanced standards, the Twister platform will have a presence outside of its
core markets in e-finance and e-commerce.
"These transactions significantly strengthen our position in the strategically
important US market," explained Stefan Rover further. Until now, Brokat was
primarily active in applications for the finance industry in the US. In the
previous fiscal year, Brokat reached its goal of 11% of its revenues from US
sales.
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Brokat to Acquire Blaze and GemStone
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About Brokat Infosystems AG
Brokat is among the world's leading suppliers of software for e-Business
solutions, and is the worldwide market leader in the Internet banking segment. A
key product is the modular e-Services platform Twister. This far-reaching
software integrates existing IT systems and applications within companies, and
provides secure links to various electronic channels like the Internet and
mobile communications. Twister solutions are currently used by more than 2,000
companies, including Allianz, Axa, Bank of America, Deutsche Bank 24, ABN Amro,
Cable&Wireless, Consors, DBS Bank Singapore, Swiss Post, SE-Banken, Toronto
Dominion Bank and Union Bank of California. Brokat, founded in 1994, currently
employs a workforce of 750 in 15 countries. In calendar year 1999 the Company
realized a sales volume of $ 46 million . Brokat is headquartered in Stuttgart,
Germany. Information on Brokat and its products can be found at www.brokat.com.
About Blaze Software Inc.
Blaze Software, Inc. is a leading provider of rules-based e-business software
enabling adaptable and personalized interaction that is consistent across all
contact points. The Blaze Advisor Solutions Suite, written entirely in Java, is
designed to give e-business applications more personalized interaction for
users, which can lead to greater customer retention, decreased costs, and
increased sales. Blaze applications can be changed on the fly, allowing
e-business offerings to respond to changing market conditions, business
practices, and customer preferences. Blaze's personalization solutions can be
extended easily across contact points (Web, email, call centers) and across
processes (customer, employee, partner and supplier). Blaze Software powers
e-business projects for more than 200 customers in the technology, financial,
insurance, manufacturing, telecommunications, and healthcare industries, and
Blaze's products are embedded in leading e-business software packages. Blaze
Software is headquartered in San Jose, California, and maintains a global
network of subsidiaries and resellers in North and South America, Europe,
Australia, and Asia. For more information, visit www.blazesoft.com.
About GemStone Systems, Inc.
GemStone, the B2B software infrastructure technology leader, has today's
platform for tomorrow's Business-to-Business applications and sites. GemStone's
Java Success technology initiative provides e-businesses with faster
time-to-market and enhanced competitive advantage for their Internet
marketplaces. The GemStone e-business software solution incorporates industry
standards in the most advanced, integrated architecture of any product in its
class. GemStone recently introduced its Extreme Clustering(TM) Technology, which
has been referred to by analysts as a break through architecture in the highly
competitive B2B application server space. GemStone's Java-based platforms are
customer-tested and proven scalable, secure, adaptable, and reliable.
Headquartered in Beaverton, Oregon, GemStone distributes and services its
products worldwide through offices in the United States, UK, France, Germany,
Sweden, and Switzerland, as well as through a network of distributors. For
detailed product and company information, please visit www.gemstone.com.
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Brokat to Acquire Blaze and GemStone
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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 951134
(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 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.
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Brokat to Acquire Blaze and GemStone
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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 20, 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 managements 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.
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Contacts:
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Brokat Infosystems AG Blaze Software, Inc. GemStone Systems, Inc.
Ed Trissel Scott Marx Lillian Tsai
Hill & Knowlton, Inc. the blue shirt group Dir. Marketing Communications
(212) 885-0517 (415) 217-4964 (503) 533-3888
[email protected] [email protected] [email protected]
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