<PAGE>
This was posted on www.rightworks.com on March 8, 2000.
AN INTERVIEW WITH:
VANI KOLA, FOUNDER AND CEO, RIGHTWORKS AND
MARY COLEMAN, MANAGING DIRECTOR OF OPERATIONS FOR INTERNET CAPITAL GROUP
On March 8, 2000 the Internet Capital Group and RightWorks Corporation jointly
announced that ICG has agreed to acquire a majority interest in RightWorks. The
following interview with Vani Kola, founder and CEO of RightWorks, and Mary
Coleman, managing director of operations for ICG provides additional insight
into the impact of this announcement.
WHAT IS THE VISION BEHIND ICG'S INVESTMENT IN RIGHTWORKS?
COLEMAN: "From ICG's perspective, our acquisition of a majority stake in
RightWorks helps create additional ICG shareholder value by accelerating our
strategy of bringing business buyers and business sellers together in open,
highly efficient digital marketplaces. Today, ICG has significant ownership
stakes in more than 37 B2B exchanges - we call them market makers. Our vision
is to standardize these market makers on RightWorks' industry-leading
technology platform to achieve greater market efficiencies and to open even
more markets to the benefits of digital exchanges. With RightWorks as part of
the family, momentum behind ICG's marketplaces will only continue to
increase."
KOLA: "Fundamentally, RightWorks was built to support our vision of enabling
and creating digital exchanges. Our open architecture is designed specifically
to operate over the Internet, making it a perfect fit with ICG's wide range of
existing and upcoming digital marketplaces and exchanges. For RightWorks, this
transaction augments our strong market position and gives us the ability to
further accelerate our growth. An acquisition by a leader like ICG represents
a strong endorsement that will help new and prospective customers and partners
see that RightWorks is the clear choice for B2B enabling technology."
WHY DID ICG CHOOSE TO PARTNER WITH RIGHTWORKS?
COLEMAN: "ICG has established a dominant position in this market, and through
that experience we've developed a good understanding of the technology and
approach that is required to succeed. You need a strong open architecture,
excellent scalability, rapid deployment and dedication to quality. After a
comprehensive technical evaluation, as well as discussions with market
research analysts and customers, we confirmed our initial impression -
RightWorks is far and away the best technology. No one else even came close."
How does this acquisition benefit RightWorks, its customers and partners?
KOLA: "It helps the RightWorks community of customers and partners in several
ways.
. First, being part of the ICG network of companies opens new channels of
distribution and provides RightWorks immediate entree to a large group of
customers we otherwise would sell to one-by-one. This builds a market momentum
that is vital to expanding our leadership position.
. Second, we plan to leverage ICG's presence in Europe and Asia to open offices
quicker and more cost-effectively than we could on our own. This means we will
be able to more easily support new and existing customers as they expand their
digital marketplaces globally.
. Third, ICG helps provide financial capital and access to intellectual
resources that will allow us to accelerate our development efforts.
. Finally, by being part of the ICG family, customers who use RightWorks
technology as their B2B digital exchange technology platform will be able to
leverage ICG's expanded network of more than 37 market makers."
<PAGE>
WHAT DOES THIS MEAN FOR CUSTOMERS WHO USE RIGHTWORKS FOR E-PROCUREMENT TODAY?
KOLA: "This is good news for all of our customers in that it helps strengthen
RightWorks and provides our customers with a clear path to take their
businesses to the Internet. Some companies implement e-procurement as a first
step toward becoming an online trading community itself. Many others are
moving directly to create a B2B exchange. In all cases, RightWorks remains
committed to meeting customers' needs whether the goal is e-procurement
solutions or market making."
DOES THIS CHANGE RIGHTWORKS' PLANS FOR AN IPO?
KOLA: "We plan to continue on the path towards an IPO. RightWorks will
continue to operate as a stand-alone organization with the intent of going
public in the future. ICG's model is to buy equity stakes in growing pre-
public companies, to help accelerate growth and to realize a return on its
investment through liquidity events like an IPO. An IPO is in the interest of
all our stakeholders, including employees, early investors and our customer
and partners."
WILL THERE BE MANAGEMENT CHANGES AT RIGHTWORKS?
COLEMAN: "Maintaining the RightWorks culture is a key component of ICG's
strategy. We believe that RightWorks customers did more than just license
technology - they partnered with the RightWorks executive team to solve their
business problems. ICG's desire is to maintain that customer intimacy by
maintaining the executive and employee team that successfully built
RightWorks. ICG also brings executives with experience building substantial
enterprise companies to the board of directors to act as advisors to the
RightWorks leadership team - that's good for customers and partners."
WHAT CAN WE EXPECT TO SEE FROM RIGHTWORKS IN THE COMING MONTHS?
KOLA: "We will see an increase in our lead over the competition. We're going
to leverage new distribution channels, take advantage of our new access to
ICG's intellectual and financial capital, and expand our partnerships to
continue to redefine B2B digital markets. The ICG acquisition has changed the
rules in this market and it gives us an unfair competitive advantage."
COLEMAN: "I see my job at ICG to open doors for RightWorks that previously
were closed. Over the coming months we'll see new technology partnerships,
some significant customer wins and increased speed. What you won't see are
changes to the core strengths that allowed RightWorks to establish its current
position in the market."
DO YOU HAVE ANY CLOSING THOUGHTS?
COLEMAN: "This is the largest acquisition ICG has made to date. It should be
viewed as strong praise to the team Vani has built and the results they have
delivered."
KOLA: "This is a key milestone for RightWorks, its employees, customers and
partners. The ICG acquisition is a validation of the strategy we've developed
over the past five years. It is an endorsement of the hard work and dedication
of our employees, and it should be viewed as a very positive development by
our customers and partners."
Questions or comments?
Contact the Webmaster
<PAGE>
FOR MORE INFORMATION:
Nina Bondarook
Internet Capital Group Public Relations
415.356.1030
[email protected]
Sherri Wolf
Internet Capital Group Investor Relations
617.338.7171
[email protected]
Melinda Wilken
RightWorks Corporate Communications
408.882.0350 ext. 120
[email protected]
INTERNET CAPITAL GROUP MAKES LARGEST ACQUISITION to DATE with
$657 MILLION STAKE in RIGHTWORKS
Leading software company that powers digital marketplaces will be a pivotal
component of ICG's business-to-business e-commerce network
- --------------------------------------------------------------------------------
New York - March 8, 2000 -- Internet Capital Group (NASDAQ: ICGE), a leading
business-to-business (B2B) e-commerce company, today announced that it has
agreed to acquire a majority interest in privately-held RightWorks of San Jose,
Calif., for $22 million in cash and approximately $635 million in ICG common
stock, subject to completion of the exchange offer.
RightWorks is a leading provider of e-procurement software that powers B2B
exchanges, which are at the core of digital marketplaces across the Internet.
Customers include both vertical market makers and corporate market makers, such
as Aspect Development, CSC, i2's TradeMatrix.com, ShopNow.com, VerticalNet and
Wells Fargo. The acquisition of RightWorks underscores Internet Capital Group's
commitment to building digital marketplaces across the top 50 global industries.
"We believe RightWorks has the best technology on the market today for enabling
online trading communities," said Mary Coleman, managing director of operations
for ICG who will be joining the RightWorks board. "RightWorks is the emerging
industry standard to operate B2B exchanges, and we have joined forces with
RightWorks to accelerate the adoption of its technology by market makers
worldwide."
<PAGE>
Since its inception in 1996, Internet Capital Group has acquired and built two
types of companies: market makers that bring buyers and sellers together by
creating Internet-based marketplaces for the exchange of goods, services and
information; and enabling service providers and infrastructure companies, which
sell software and services to businesses engaged in e-commerce. As an ICG
partner company, RightWorks will gain access to ICG's strategic expertise and
operational support while its technology will increase the value of the entire
ICG network.
"This agreement is a tremendous confirmation of our decision to focus on the
needs of digital marketplaces," said Vani Kola, CEO and founder of RightWorks.
"We are excited that, as the leader in B2B e-commerce, ICG shares our vision and
sees the same potential we do for RightWorks to become the global industry
leader in B2B exchanges and e-procurement."
According to the Gartner Group, worldwide B2B e-commerce is expected to
experience dramatic growth with trade figures expected to total $7.3 trillion by
2004.
"As an ICG partner company, we appreciate what this alliance can mean in terms
of strengthening RightWorks' ability to execute in today's fast-paced
marketplace," said Dean S. Sivley, senior vice president e-commerce and product
development at VerticalNet, which uses RightWorks technology to operate 56
industry-specific B2B web sites. "The combination of RightWorks' technology for
powering digital marketplaces, with the talent and resources already amassed
within the ICG network, only strengthens our commitment to both RightWorks and
ICG."
The transaction is subject to customary closing conditions, including the
expiration of the Hart Scott Rodino waiting period.
ABOUT RIGHTWORKS
Founded in 1996, RightWorks is a leading provider of e-procurement software for
powering the B2B exchanges that lie at the heart of digital marketplaces across
the Internet. RightWorks offers an extensive range of capabilities that are
being adopted by both vertical market makers and corporate market makers, as
well as corporations implementing e-procurement solutions - all of which are
available as in-house or hosted solutions. RightWorks 5.0, the latest release of
the company's flagship product, is architected to take advantage of the dynamic
and distributed
<PAGE>
nature of the Internet with innovations such as an open "many-to-many" trading
platform, Universal Network Content/TM/, and Business Personalization/TM/.
RightWorks customers represent a wide range of markets and include companies
such as Aspect Development, CSC, ShopNow.com, Trade Matrix.com, VerticalNet,
Wells Fargo Bank and others. Based in San Jose, Calif., RightWorks can be
reached at www.rightworks.com.
ABOUT INTERNET CAPITAL GROUP
Internet Capital Group (http://www.internetcapital.com) is an Internet company
------------------------------
actively engaged in business-to-business e-commerce through a network of partner
companies. It provides operational assistance, capital support, industry
expertise, and a strategic network of business relationships intended to
maximize the long-term market potential of more than 55 business-to-business e-
commerce partner companies. Headquartered in Wayne, Pa., Internet Capital Group
has offices in San Francisco, Boston, Seattle and London.
Safe Harbor Statement under Private Securities Litigation Reform Act of 1995
- ----------------------------------------------------------------------------
The statements contained in this press release that are not historical facts are
forward-looking statements that involve certain risks and uncertainties
including but not limited to risks associated with the uncertainty of future
performance of our partner companies, acquisitions of interests in additional
partner companies, additional financing requirements, the effect of economic
conditions in the B2B e-commerce market and other uncertainties detailed in the
ICG's filings with the Securities and Exchange Commission.
#####
