BROADBASE SOFTWARE INC
425, 2000-09-19
BUSINESS SERVICES, NEC
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<PAGE>   1

TYPE:  425
SEQUENCE:  1
DESCRIPTION:  FORM 425


                                               Filed By Broadbase Software, Inc.
                                                  Pursuant to Rule 425 under the
                                                          Securities Act of 1933
                              And deemed filed pursuant to Rule 14a-12 under the
                                                 Securities Exchange Act of 1934

                                              Subject Company: Servicesoft, Inc.
                                      Registration Statement File Number Unknown
                                           Servicesoft, Inc. Has No Exchange Act
                                               or Investment Company File Number


                                Table of Contents

<TABLE>
<CAPTION>
Document                                                                                  Page
<S>                                                                                       <C>
Press Release..........................................................................    1

White Paper............................................................................    5

Questions and Answers..................................................................   20
</TABLE>



<PAGE>   2

PRESS RELEASE

                                                           FOR MORE INFORMATION:
                                                               Rusty Thomas, CFO
                                                        Broadbase Software, Inc.
                                                                  (650) 614-8385
                                                           [email protected]

                                                                  Richard Howell
                                                        Broadbase Software, Inc.
                                                                  (650) 614-8385
                                                           [email protected]


                BROADBASE SOFTWARE AGREES TO ACQUIRE SERVICESOFT

  COMPANIES UNITE TO PROVIDE FIRST INTELLIGENT PLATFORM FOR BUILDING ROCK-SOLID
      CUSTOMER RELATIONSHIPS; ESTABLISHES BROADBASE AS CLEAR LEADER IN eCRM


MENLO PARK, CALIF. - SEPTEMBER 18, 2000 - Broadbase Software, Inc.,
(NASDAQ:BBSW) the leading provider of customer-focused analytic and marketing
automation applications, announced today that it has signed a definitive
agreement to acquire privately held Servicesoft, Inc., the leading provider of
intelligent e-service solutions. With this announcement, Broadbase reaches a new
level of leadership in intelligent customer interactions by creating the
industry's first integrated eCRM suite that provides a single analytic and
operational solution. From its founding, Broadbase has maintained a singular
vision to create packaged, scaleable software products that enable e-businesses
to drive intelligent customer interactions across all touch points and
proactively develop lasting relationships with their most valuable assets: their
customers.

Under terms of the transaction, Broadbase will issue in exchange for all
securities of Servicesoft, a combination of approximately 35.1 million shares of
its common stock and options and warrants to purchase its common stock,
representing approximately 36.5% of the combined company on a fully diluted
basis. The transaction will be accounted for as a purchase. The acquisition is
subject to customary closing conditions, including the approval of Broadbase's
and Servicesoft's shareholders and regulatory approvals. At the time of signing,
a majority of



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Servicesoft's shareholders have executed voting agreements and have agreed to
vote in favor of the deal. Broadbase and Servicesoft have a total of more than
600 employees.

With this acquisition, Broadbase now provides a closed-loop platform for
intelligent customer interactions across all touch points, whether sales,
marketing or service. Together, Broadbase and Servicesoft have more than 400
global e-business customers in financial services, retail, telecommunications,
e-commerce, and technology including Cisco Systems, BEA Systems, Fidelity
Investments, IBM, Hewlett Packard, Motorola, United Airlines and Verizon.

"Customers must be able to define their relationship with an e-business on their
own terms," said Henry Morris, Research Vice President, Data Warehousing and
Applications at IDC. "Solutions like those provided by Broadbase with its
acquisition of Servicesoft are critical to providing the analytic and
operational infrastructure that unites inbound and outbound transactions on the
terms of the customer."

"This landmark announcement extends our leadership and redefines the landscape
of eCRM," said Chuck Bay, CEO of Broadbase. "The focus on the customer has never
been greater, and it's a logical extension for us to embrace the critical area
of e-service in our vision of providing intelligent customer interactions across
all touch points. Especially important is that our companies' product-focused
approaches will rapidly integrate to provide the most comprehensive intelligent
eCRM software suite on the market today."

Mr. Bay continued, "Upon completion of the transaction, Broadbase will have over
70 quota carrying representatives who are skilled in complex, enterprise-level
selling, and we will add an incredible pool of cutting-edge talent to our
already world-class engineering organization. Combined with our complementary
product-based technologies and a common customer-focused vision, we are poised
to execute a rapid integration of our organizations."

"It's becoming clear that customers doing business on the web want the option of
intelligent service on the web. Now for the first time, e-businesses have a
single, integrated solution that closes the loop of inbound and outbound
customer interactions," said Massood Zarrabian, CEO



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of Servicesoft. "Together, we're providing a platform that combines
best-of-breed analytics and knowledge-based, proactive customer service that
will be the de facto standard for real time intelligent, ongoing and automated
customer interactions, benefiting consumers, suppliers and trading partners."

ABOUT BROADBASE

Broadbase Software (NASDAQ: BBSW) is the leading provider of customer-focused
analytic and marketing automation applications that analyze customer data from
multiple touch points, and use that information to execute marketing campaigns,
improve online merchandising and content, increase site stickiness and
personalize all customer interactions. Broadbase applications are designed for
rapid time to value and have been implemented in as few as 15 days. Broadbase
has provided critical e-commerce infrastructure to more than 250 customers,
including ADP, BEA Systems, Cisco Systems, Fidelity Investments, Hewlett
Packard, InsWeb, Kodak, LoanCity.com, Mercata.com, Onvia.com, The Sharper Image
and United Airlines. Broadbase is headquartered in Menlo Park, California and
has a rapidly growing global presence with locations throughout North America,
Europe and Asia. For more information, visit Broadbase at www.broadbase.com.

ABOUT SERVICESOFT

Servicesoft, Inc. is a leading provider of intelligent eService solutions. Its
breakthrough eService solution Servicesoft 2001 combines self-help and assisted
service, e-mail management, live collaboration and more using a single,
intelligent knowledge platform. As the only truly integrated, multi-channel
eService solution on the market today, Servicesoft 2001 enables businesses to
provide extraordinary, proactive customer service via the Internet, ultimately
helping companies to increase customer loyalty and satisfaction, reduce
operating expenses and increase overall return on investment. Furthermore,
Servicesoft solutions maximize an organization's call center and e-commerce
investments by easily integrating with the existing technology, including
automatic call distributors (ACD), customer relationship management (CRM)
systems, databases, and e-commerce applications. Major companies worldwide, such
as Cisco Systems, Motorola, IBM, Eddie Bauer, GTE, and Verio rely upon the
company's award-winning offerings. The company's partners include leading call
center, system integration, and


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customer relationship management companies. Servicesoft has global headquarters
in Natick, Massachusetts, and offices throughout the U.S., Canada and Europe.
For more information, visit Servicesoft at www.servicesoft.com.

PRESS AND ANALYST NOTE: A media teleconference is scheduled for Monday,
September 18 at 2:30 p.m. PDT / 5:30 p.m. EDT. Domestic dial-in: 1-800-633-8549
and International: 415-904-2401. Ask for the Broadbase conference call. If you
prefer to hear the conference call on the Internet, please go to the Broadbase
Software web site at www.broadbase.com and click the "investor relations" button
for the conference web cast.

                                      # # #

Broadbase is a trademark of Broadbase Software, Inc. All other product and
company names may be trademarks of their respective companies.

This document includes forward-looking statements, including those that describe
the anticipated results of combining the product lines and businesses of
Broadbase and ServiceSoft. Those statements are subject to significant risks and
uncertainties and actual results could differ materially from those indicated in
the forward-looking statements. The expected benefits of the proposed
combination may not be realized for a number of reasons including the following.
The merger may not be approved by the stockholders of Broadbase and the other
conditions of closing may not be satisfied. The announcement of the merger may
disrupt the companies' normal sales cycles because their sales forces may be
distracted by the pending business combination or because customers may delay
new orders until the merger is closed and the sales forces and product lines are
combined. The combined product lines may not be as broad as those of some of the
competitors of Broadbase and Servicesoft, and the merger could cause Broadbase's
business partners and potential competitors to acquire other product lines that
would compete directly with the combined company. Moreover, Broadbase may not be
able to rapidly integrate the operations of Servicesoft, retain the key
employees of Servicesoft or effectively manage those employees, who are located
near Boston, Massachusetts, while Broadbase is headquartered in Menlo Park,
California. In order to attain the desired levels of market penetration of
Servicesoft's products, Broadbase may be required to broaden the platforms on
which they operate from Windows/NT to Unix and other platforms. In addition, the
combined company may not achieve the increase in revenues that it expects or the
optimal mix between license and service revenues that it targets to achieve its
profitability goals.


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WHITE PAPER


                          BROADBASE SOFTWARE TO ACQUIRE
                                SERVICESOFT, INC.

                              COMBINATION TO OFFER

                         INTELLIGENT eCRM SOFTWARE SUITE






                                [Broadbase Logo]








                               WHITE PAPER AND FAQ



                               SEPTEMBER 18, 2000



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                                TABLE OF CONTENTS



<TABLE>
<S>                                                                             <C>
A.   TODAY'S ANNOUNCEMENT........................................................3
B.   BROADBASE PRODUCT VISION....................................................3
C.   BROADBASE PLATFORM ARCHITECTURE.............................................3
        -  Real-time
        -  Workflow Automation
        -  Data Mining & Analytics
        -  Data Extraction & Integration
        -  "Service" as an underlining element of eCRM infrastructure

D.   BROADBASE'S INTELLIGENT eCRM SOFTWARE SUITE -- VALUE PROPOSITION............7
E.   INTRODUCING THE BROADBASE "INTELLIGENT eCRM SOFTWARE SUITE".................7
        -  Intelligent
        -  Proactive
        -  Customer Facing... vs. Employee-Facing
        -  Packaged... Portfolio of Pre-Packaged Integration Technology
        -  Touch Point Independent
        -  Real-Time
        -  Web-based
        -  Integrated
        -  Scalable

F.   THE BROADBASE eCRM BUSINESS SUITE..........................................11
        -  Analytic Depth
        -  eCRM Operational Strength

G.   E-MARKETING - eCRM OPERATIONAL APPLICATION.................................11
H.   E-SERVICE - eCRM OPERATIONAL APPLICATION...................................12
I.   E-COMMERCE - eCRM OPERATIONAL ADAPTERS....................................12
J.   BROADBASE ANALYTICS........................................................12
        -  E-Marketing
        -  E-Service
        -  E-Commerce
        -  E-Procurement
        -  E-Marketplace
K.  SUMMARY.....................................................................13
</TABLE>


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<PAGE>   8

A. TODAY'S ANNOUNCEMENT

Broadbase has signed a definitive agreement to acquire Servicesoft, Inc.-- the
next generation provider of Internet architected, intelligent customer
interaction software for eService solutions.

Servicesoft's solutions enable businesses to provide proactive customer service
via the Internet. Servicesoft integrates best-in-class applications for
self-service, e-mail management, text chat, live collaboration, and outbound
email campaigns, all based upon a sophisticated knowledge base that delivers the
consistent information and advice required to accurately answer customer (and
employee) inquiries, independent of the communication channel used.
Additionally, the Servicesoft solution is the first eService solution to present
a "single face" to customers through a unique eService portal.

Servicesoft enables businesses to provide preemptive and instantaneous
resolution to issues -- eliminating the disparity between the quality of
eService and traditional customer service. This new proactive approach to
eService also increases customer satisfaction through self-service and
interactive web pages by empowering customers to help themselves, and in turn
free up customer service agents to handle priority and complex issues. Based on
an industry leading, intelligent, multi-channel knowledge platform, Servicesoft
enables optimized communications -- for both proactive and agent-assisted
service. Servicesoft helps companies increase customer loyalty and satisfaction,
reduce operating expenses, and increase overall return on investment.


B. BROADBASE'S PRODUCT VISION

With the addition of Servicesoft, Broadbase's vision is to provide a single view
of the customer that enables insight and action across every touch point in real
time. By managing every customer interaction with one integrated eCRM platform,
Broadbase software allows companies to deploy a solution where customer insight
and operational action become one. Analytic eCRM and Operational eCRM are no
longer separate domains -- analytic insight drives customer interaction, and
customer interaction feeds analytic insight. Marketing, Sales, and Customer
Service can no longer be isolated functions within a company. Each department's
actions have an impact on how the other treats the customer. Information is
shared across organizations and acted on in real time, creating an optimized
customer experience. Broadbase's single, enterprise-wide view of the customer
across all touch points, builds customer loyalties and drives profitability.


C. BROADBASE PLATFORM ARCHITECTURE

Broadbase's platform architecture and deep industry knowledge allows customers
to obtain a 360-degree view of their customer relationships. Broadbase sources
data from all customer-facing operations (e.g. sales, marketing, service, order
management, etc.) and for all communication channels (e.g. web, phone, e-mail,
wireless, etc.). A complete customer view combined with Broadbase's deep
industry knowledge in optimizing customer relationships (i.e. acquiring,
retaining, and maximizing the lifetime value of customer relationships) has lead
to the



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creation of a rich set of best practice analytic applications that are based
upon the demanding needs of eBusinesses. Ultimately, Broadbase's mission is to
deliver an eCRM product architecture that is built upon an intelligent
interaction platform, provides a rich set of business analytics, and delivers a
suite of intelligent eCRM operational applications.


- Broadbase's Product Architecture

[Graphic Begins Here]

The title "Broadbase Architecture" appears above three columns.

In the first of three columns, the following text appears:
"Broadbase E-Marketing

E-Marketing Automation
- Campaign Mgmt
- Automated Execution
- Real-Time Content

Marketing Analytics
- Customer Segmentation
- Cross / Up sell
- List Generation"

In the second of three columns, the following graphics and text appear:

The names and logos of "Kana", "Clarify" and "eGain" are arranged below the
column title "Broadbase E-Service". The word "Adapters" appears in the box below
and is surrounded by arrows pointing to the boxes above and below. The following
text appears below the word "Adapters":

"E-Service Analytics
- Service Efficiency
- Customer Routing
- Proactive Campaigns"

In the third of three columns, the following graphics and text appear:

The names and logos of "bea", "ARIBA", "BroadVision" and "atg" are arranged
below the column title "Broadbase E-Commerce". The word "Adapters" appears in
the box below and is surrounded by arrows pointing to the boxes above and below.
The following text appears below the word "Adapters":

"E-Commerce Analytics
- Sales & Traffic



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- E-Procurement
- E-Marketplace"

Below the three columns is a box with the following text:

"Broadbase - Intelligent Customer Interaction Platform
- Real-Time Engine
- Workflow Automation
- Data Mining & Analytics
- Data Extraction & Integration"

[Graphic Ends Here]

- Data Extraction & Integration -- a platform requirement for intelligent eCRM

Broadbase's eCRM suite provides robust data extraction and integration
functionality. Pre-packaged adapters automatically import all types of data from
existing enterprise systems (e.g. ERP, CRM, data warehouses), web-systems (e.g.
e-commerce and e-publishing) and external systems (e.g. demographic data,
sell-through data), transforming and cleansing data for business applications.
The extracted data is then integrated from all these disparate source systems
into an integrated, consistent, uniform data mart architecture.


- Data Mining and Analytics -- a platform requirement for intelligent eCRM

Broadbase's data mining capability drives business-oriented analytics. The
robust data-mining functionality in Broadbase's eCRM suite serves as a key
underpinning of Broadbase's platform architecture. By sifting through large
amounts of data, new correlations, patterns and trends can be discovered and
acted upon. Broadbase uses well-established pattern recognition technologies and
statistical and machine learning techniques to build models that predict
customer behavior based on past behavior (i.e. historical data).



The following examples represent ways Broadbase leverages data mining
techniques:

        -       Customer targeting: utilizing segmentation models
        -       Customer acquisition: utilizing product adoption
        -       Cross-selling: utilizing affinity analysis
        -       Up-selling: utilizing next optimal product models
        -       Customer valuation: utilizing lifetime value models
        -       Retention and loyalty campaigns: utilizing customer
                vulnerability models (e.g., attrition/defection scores)



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Both Broadbase and Servicesoft have focused on intelligent solutions -- both add
value to the other. eService information feeds analytics and the analysis allows
for more personalized service.

Analytics can help a business understand its customers, and then drive effective
marketing campaigns. Unless the business properly services its customers, all
the effort spent in analyzing customer behavior and preferences and the
resulting marketing campaigns is wasted. The addition of Servicesoft's eService
offerings to Broadbase's intelligent eCRM software suite will enable business to
truly and effectively conduct business over the Internet - eBusiness.


- Workflow Automation -- a platform requirement for intelligent eCRM

Broadbase is unique in that it provides an enterprise-class workflow engine that
automates and manages web-based marketing campaigns. A workflow engine is
central to the core value of a campaign management and e-marketing automation
system. True workflow allows organizations to gain real efficiencies in
marketing planning and execution. More importantly, Broadbase's workflow engine
allows marketers to build real, two-way relationships with customers because it
can automate highly personalized interactions with individual customers on a
large scale. To utilize Broadbase's workflow functionality, the marketer simply
points-and-clicks in the graphical work plan editor to create the automated
interaction they want their customers to follow, all in a personalized fashion.


- Real-time Engine -- a platform requirement for intelligent eCRM

Broadbase's real-time recommendation technology enables businesses to
immediately turn analysis into action using a real-time, automated, closed-loop
feedback architecture. Results from Broadbase's rich data mining capability can
be feed into operational E- Marketing, E-Commerce, and E-Service applications so
that these customer facing applications can make adjustments in real-time to
communicate intelligently.

An example of this architecture can be described in Broadbase's E-Commerce
Real-time Optimizer product. Customer behavioral data, click-stream, purchase
history, and psycho-demographic profile data is feed into the real-time
optimization engine. A predictive model is built, and product recommendations
are made to web site visitors in a designated content location on the site.
These recommendations optimize click-through and sell-through results on
e-commerce web sites. Furthermore, as the environment changes, and customer
behaviors change, data is collected and used to update the predictive model in
real-time so that recommendation accuracy is continually improved.


- Service as an underlining element of eCRM

The addition of Servicesoft's eService suite brings another strategic element of
eCRM infrastructure to Broadbase. As brick & mortar businesses have moved to the
web and dot.com



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businesses have emerged, eBusinesses have aggressively learned how to market and
enable a sales transaction in the virtual world of the Internet. But, high
dissatisfaction rates, shopping chart abandonment, and even class action suites,
indicate that something is missing -- that something is service.

Business is business, whether on the virtual web or in the physical world. And,
service is a key infrastructure element of the business life cycle. Through the
centuries, by virtue of the person-to-person nature of business, service has
been an intimate, even unconscious element of the marketing, selling, buying,
and supporting process. Through each phase, customers have questions and
knowledgeable employees have provided immediate, invaluable answers -- service.

Questions like "What do you do?" "What's the right product for me?" "How do I
buy this?" "How do I return or exchange it?" "How do I make this work?" and then
once it's working and I'm happy, "What complementary products and services do
you offer?"

Service -- the ability to ask questions and get guidance and advice in return --
actually drives the business life cycle. It can create a loyal, profitable
long-term customer, or break a fragile customer bond in an instant.

The accepted norm for service on the Internet is reactive response to e-mails
and phone calls. However, customers demand instant service from a sales clerk
when they enter a physical store. Likewise, in the virtual world of the
Internet, customers demand instant service when they engage with an eBusiness.
Broadbase is the first company that's figured it out.

The Broadbase intelligent eCRM software suite now provides the service
infrastructure that complements Broadbase's Analytic offerings, E-Marketing
operational offering, and E-Commerce operational adapters, to position Broadbase
as the first company to make intelligent eCRM work.

On the Web, there is no sales force. And customers frequently need immediate
service. With the acquisition of Servicesoft, Broadbase now has the ability to
both proactively market and service clients via the Internet. It's the way
e-business must be done.

D. BROADBASE'S INTELLIGENT eCRM SOFTWARE SUITE -- VALUE PROPOSITION

Broadbase's eCRM Business suite enables global eBusinesses to more effectively
identify, attract, retain, and leverage relationships with their customers. In
the new economy, these global enterprises, both dot.coms and brick and mortar
companies moving to the Internet, have to change to survive. To do so, they are
looking to leverage the power of the Internet to enhance relationships with
their customers. Broadbase's intelligent eCRM software enables customers to
interact more effectively with all channels within a global enterprise.

The Internet provides a medium to significantly enhance customer acquisition and
retention. It provides a highly efficient interaction channel between customers
and enterprises. Potential



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customers can easily click through a potential offer or interact with a
enterprise's service center, twenty-four hours a day, seven days a week.

The Internet provides a means to gain more information from customers to provide
them with personalized offers and targeted marketing campaigns, all leading to
higher customer retention, loyalty, and ultimately customer profitability.

The Broadbase intelligent eCRM software suite analyzes customer data from
multiple touch points, analyzes this data to determine customer behaviors and
then executes personalized marketing, sales, and service interactions with
customers.

By implementing an intelligent eCRM strategy, eBusinesses can manage all
customer touch points, including person-to-person contact, the telephone,
e-mail, and the Internet -- and then analyze customer behavior and execute
personal interactions. The Broadbase intelligent eCRM software suite enables
eBusinesses to realize operational efficiencies, build customer loyalty and
drive profitability.


E. INTRODUCING THE BROADBASE "INTELLIGENT eCRM SOFTWARE SUITE"

The addition of Servicesoft to Broadbase's suite of intelligent eCRM business
software completes the delivery of a broad suite of web-based eCRM solutions for
eBusiness. The Broadbase suite of intelligent eCRM business software includes:

-       E-Marketing
-       E-Service
-       E-Commerce

Combining Servicesoft's eService suite with Broadbases's Analytic offerings,
E-Marketing operational offering and E-Commerce operational adapters defines a
new level of intelligent customer interaction software that is:

-       Intelligent

        Broadbase's closed-loop analytic applications provide a 360-degree view
        of customers across all touch points and channels. Broadbase integrates
        the raw data buried in enterprises and Internet-based or external
        systems to create a detailed, comprehensive picture of an enterprise's
        business, its products and customers. With a few clicks of the mouse,
        decision makers throughout an organization can get the rapid information
        they need to improve customer identification, acquisition, retention and
        growth - and drive personalized one-to-one relationships.

        The Servicesoft technology allows eService organizations to capture the
        knowledge and emulate the behavior of their best employees. Generally,
        it's only a handful of employees that can give great customer
        interactions -- satisfied service. Unfortunately, these folks are almost
        always engaged. This means that the other 95% of employees usually
        interact with



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        customers in a less than optimal manner. Servicesoft captures the
        intelligence and emulates the behavior of these exceptional employees.
        This knowledge is then used to empower all the employees through the
        application to provide extraordinary customer interactions. Using this
        intelligent solution, employees can deliver superior service to every
        customer, every time --through the phone and via web-based
        communications, including email, text chat, and live collaboration.

        Servicesoft's intelligent technology is years ahead of any other
        eService vendor. To others, intelligence is template libraries of common
        responses, searches and FAQs. FAQs are actually just an "entry-level"
        search approach-- limited knowledge techniques such as case base
        reasoning, decision trees, or expert modeling. The challenge is that
        each of these methods is useful, but all are required to satisfy the
        wide range of customer requests commonly found in business. Think of
        these techniques as elements of steering a car -- one goes left, one
        right, one forward, and one backward. Individually they are limited, but
        together they get you anywhere you want to go.

        With this announcement, Broadbase will combine its intelligent
        analytics, campaign management, and real-time personalization with
        Servicesoft's multi-channel intelligent eService applications to
        up-sell, cross-sell, or simply better sell, service, and market to each
        customer based on his, or her, personal needs and preferences.

-       Proactive

        eService solutions are reactive by design, providing assisted service
        usually via e-mail and some via text, chat, or live collaboration. When
        customers want instant service, handling them via e-mail is
        unacceptable--it delays service by hours, or days. It's like walking
        into a store and having the clerk ask you to fill out a form and going
        home to await a letter response.

        The Servicesoft technology suggests that in most cases, if you have to
        send e-mail, your business has failed. Customers go to the web to get
        something done and do not want to wait for a response. When they wait,
        one of three things happen -- each of them progressively worse: 1) you
        have to wait, forcing a delay in business, 2) during the wait the
        customer loses interest and never buys, or 3) during the wait the
        customer goes to a competitor and buys -- your time is wasted and the
        competitor gets "your" customer.

        A proactive philosophy allows for both instant self-service and beyond.
        For example, with outbound e-mail you can communicate to customers to
        avoid, or aggressively address issues that the customer doesn't even
        know that they have.

        You can wait, or you can be proactive -- your choice.

-       Customer-Facing vs. Employee-Facing

        The Servicesoft technology was developed for the customer -- to be used
        by the customer -- "customer facing". In contrast, traditional "employee
        facing" CRM applications that were



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        built for employees were meant to make employees more productive in
        their interactions with customers. Servicesoft's "customer-facing"
        applications can completely remove the employee from the equation if
        need be.

        Businesses can significantly lower operational costs by utilizing
        customer-facing software versus employee-facing software that requires
        expensive personnel resources that are not scalable in an Internet
        world.

-       Packaged...A Portfolio of Pre-Packaged Integration Technology

        To accelerate customer implementations and time-to-value for customers,
        Broadbase and Servicesoft combined have an impressive list of
        pre-built/pre-packaged technology adapters. These adapters enable rapid
        integrations between Broadbase and complimentary software vendors.

        Servicesoft's Adapters:

        -       To ACDs include: Lucent, Aspect, Nortel, and Genesys
        -       To CRM Call Center applications include: Siebel, Clarify,
                Vantive, Remedy, Onyx, and Pivotal
        -       To other business transactional and database business systems
                include: Oracle and MS SQL Server.

        Broadbase Adapters:

        -       To E-Commerce vendors include: Art Technology Group,
                BroadVision, BEA Systems, and Intershop.
        -       To CRM Call Center applications include: Clarify, Genesys, and
                Siebel.
        -       To ERP application vendors include: Peoplesoft, Baan, SAP, and
                Oracle.

-       Touch Point Independent

        The Broadbase intelligent eCRM software suite addresses a full range of
        customer interactions across all customer touch points, including the
        web, e-mail, on-line chat, wireless devices, and telephone. With the
        Servicesoft acquisition, Broadbase extends the ability to capture
        information about every customer interaction and provide personalized
        interactions with each customer regardless of the point of interaction.

        Preference and Convenience: Companies often try to guess which channel
        their customers want to be communicated with, but the reality is they
        need them all. Some customers may prefer the web, but the web isn't
        always available. I may order flowers over the web, but need to change
        the order from a cell phone while on the way home. And on a good day, I
        may even want to walk into a store and check out the merchandise.

        Frequently, competitors lock themselves into one, or a few channels -
        e-mail and text chat are the most common, causing a gross disconnect
        between the web and traditional channels



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        such as the phone. This disconnect often turns one customer -- one
        company -- into multiple customers and multiple companies. Instead of a
        360-degree view, you've got twenty 18% views, each costing the company
        customers and money. Servicesoft tracks customer interactions across
        channels and makes them available to all channels.

-       Real-Time

        When a customer visits a web site, or initiates a session with a call
        center, Broadbase personalizes a real-time response that turns every
        customer interaction into an opportunity for cross selling or up
        selling.

-       Web-based

        Broadbase's suite of intelligent eCRM business software and
        Servicesoft's intelligent eService applications were architected for the
        web, allowing both end users and employees to easily use the
        application. Together, the two application suites are well positioned to
        offer integrated solutions that are rapidly deployable, easy-to-use, and
        accessible by all employees and customers.

-       Integrated

        Combining the Broadbase intelligent eCRM software suite with the
        Servicesoft eService suite brings together powerful business analytics,
        operational marketing eCRM, operational service eCRM, and eCommerce
        adapters for the first time in an integrated product offering. This
        unique eCRM software suite is web-based, intelligent from the ground up,
        and is easy to implement.

-       Scalable

        The Broadbase intelligent eCRM business suite is built on a modern
        architecture that provides scalability to hundreds of millions of
        records. It provides the necessary foundation to scale up to thousands
        of users while delivering fast interactive response times.



F. THE BROADBASE eCRM BUSINESS SUITE:

- Analytic Depth

Broadbase's closed-loop analytic applications provide a 360-degree view of
customers across all touch points and channels. Broadbase integrates the raw
data buried in enterprise, Internet-based and external systems to create a
detailed, comprehensive picture of an enterprise's business, its products and
customers. With a few clicks of the mouse, decision makers throughout an
organization can get the rapid information they need to improve customer
identification,



                                       15
<PAGE>   17

acquisition, retention and growth, drive personalization and build one-to-one
relationships.  Broadbase's eCRM Analytics include:

        -       E-Marketing
        -       E-Service
        -       E-Commerce

- eCRM Operational Strength

Broadbase's Operational eCRM applications include:

        -       E-Marketing
        -       E-Service
        -       E-Commerce adapters


G. E-MARKETING - eCRM OPERATIONAL APPLICATION

Broadbase E-Marketing is the industry's leading marketing solution that enables
companies to leverage the power and personalization capabilities of the
Internet. Broadbase E-Marketing delivers sophisticated customer analysis and
segmentation in conjunction with workflow-driven, multi-channel campaign
management. No other software company provides an integrated solution that
combines best-of-breed marketing analysis with best-of-breed campaign management
and marketing automation -- other than Broadbase.

Marketers use Broadbase E-Marketing to better understand customer behavior
across all touch points and then identify highly targeted marketing programs
such as product promotions, up-sell opportunities and product bundling packages
that can be delivered by Broadbase across multiple channels. Since Broadbase
contains advanced workflow technology, it can automate intelligent, ongoing
interactions that build profitable and meaningful customer relationships.

E-Marketing accelerates e-commerce by automating the planning, execution and
measurement of multi-channel e-marketing campaigns. Precise segmentation and
targeting capabilities launch personalized cross-sell and up-sell campaigns
across Internet and traditional channels. Broadbase E-Marketing builds sticky
customer relationships by using graphical workflow to enable continuous
relationship marketing programs that automate personalized communication with
prospects and build stronger customer relationships.


H. E-SERVICE - eCRM OPERATIONAL APPLICATION

Broadbase E-Service provides a complete web-based service solution allowing
users to receive self-service and assisted-service over the Internet. Broadbase
E-Service provides customers with a secure, personalized experience to review
service issues; resolve problems using a full suite of productivity tools
including full-text search, online instructions, frequently asked questions, and
troubleshooting; or request immediate live web assistance from a call center
agent via Broadbase


                                       16
<PAGE>   18

E-Service live collaboration (i.e. voice or chat). By deploying Broadbase
E-Service, organizations can significantly improve customer satisfaction, reduce
the overall cost of service, and provide full 24x7 customer service
availability.

Broadbase's intelligent E- Service offering provides personalized, profitable,
and sustainable on-line customer relationships. By leveraging the Internet for
customer service applications, a customer can execute a self-help session. This
lessens the volume of routine support calls, while providing better customer
service and efficient use of service center resources. During a self-help
session, if a customer can't find a resolution to a problem, the customer can
initiate an on-line chat, or live contact session with a service representative.


I. E-COMMERCE - eCRM OPERATIONAL ADAPTERS

Broadbase's strategy in the eCRM E-Commerce operational domain is to partner
with the premier eCommerce solution providers. Pre-packaged technology adapters
have been developed between Broadbase and Art Technology Group, BEA Systems,
BroadVision, and Intershop.


J. BROADBASE ANALYTICS

- E-Marketing Analytics

Broadbase's E-Marketing analytics identify high value customers, hot products,
effective promotions, and increases marketing campaign returns on investment
(ROI).

- E-Service Analytics

Broadbase's E-Service analytics analyze service costs, case queues, work force
readiness and service level management.

- E-Commerce

Broadbase's E-Commerce analytics analyze Internet shopping behavior, conversion
rates, profitability, and the personalization of web site content and offers.

- E-Procurement

Broadbase's E-Procurement analytics analyze supplier costs, discounts, delivery,
and service level agreements.

- E-Marketplace


- Broadbase's E-Marketplace analytics analyze both seller and buyer relationship
activities to measure and optimize marketplace relationships.



                                       17
<PAGE>   19

K. SUMMARY With today's announcement, Broadbase has redefined the landscape of
eCRM. The combination of Broadbase's rich analytic offerings, robust E-Marketing
operational offering, and pre-packaged e-commerce operational adapters with
Servicesoft's multi-channel intelligent eService applications provides a new
level of leadership in intelligent customer interactions. This combination
creates the industry's first integrated intelligent eCRM software suite that
provides a single, integrated analytic and operational solution.

From its founding, Broadbase has maintained a singular vision to create
packaged, scalable software products that enable e-businesses to drive
intelligent customer interactions across all touch points and proactively
develop lasting relationships with their most valuable assets: their customers.
With this acquisition, e-businesses can now close the loop for all inbound and
outbound customer interactions across all touch points, whether sales, marketing
or service. For the first time, e-businesses now have a single, integrated
solution that closes the loop of inbound and outbound customer interactions.

Together, Broadbase and Servicesoft are providing an eCRM solution suite that
will be the de facto standard for real time intelligent, ongoing and automated
customer interactions.

Broadbase is a trademark of Broadbase Software, Inc. All other product and
company names may be trademarks of their respective companies.


FORWARD LOOKING STATEMENT DISCLOSURE

This document includes forward-looking statements, including those that describe
the anticipated results of combining the product lines and businesses of
Broadbase and Servicesoft. Those statements are subject to significant risks and
uncertainties and actual results could differ materially from those indicated in
the forward-looking statements. The expected benefits of the



                                       18
<PAGE>   20

proposed combination may not be realized for a number of reasons including the
following. The merger may not be approved by the stockholders of Broadbase and
the other conditions of closing may not be satisfied. The announcement of the
merger may disrupt the companies' normal sales cycles because their sales forces
may be distracted by the pending business combination or because customers may
delay new orders until the merger is closed and the sales forces and product
lines are combined. The combined product lines may not be as broad as those of
some of the competitors of Broadbase and Servicesoft, and the merger could cause
Broadbase's business partners and potential competitors to acquire other product
lines that would compete directly with the combined company. Moreover, Broadbase
may not be able to rapidly integrate the operations of Servicesoft, retain the
key employees of Servicesoft or effectively manage those employees, who are
located near Boston, Massachusetts, while Broadbase is headquartered in Menlo
Park, California. In order to attain the desired levels of market penetration of
Servicesoft's products, Broadbase may be required to broaden the platforms on
which they operate from Windows/NT to Unix and other platforms. In addition, the
combined company may not achieve the increase in revenues that it expects or the
optimal mix between license and service revenues that it targets to achieve its
profitability goals.


WHERE YOU WILL BE ABLE TO FIND ADDITIONAL INFORMATION

STOCKHOLDERS OF BOTH COMPANIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE BUSINESS COMBINATION TRANSACTION DESCRIBED ABOVE, WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. This proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by Broadbase Software, Inc. Stockholders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by Broadbase at
the Securities and Exchange Commission's web site at http://www.sec.gov. The
proxy statement/prospectus and such other documents may also be obtained from
Broadbase by directing such requests to Richard Howell, Director Public
Relations, Broadbase Software, Inc., (650) 614-8385.

Broadbase and its officers and directors may be deemed to be participants in the
solicitation of proxies from Broadbase's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors will be included in the proxy statement/prospectus for
its special meeting of stockholders and in Broadbase's registration statement on
Form S-4 to be filed with the Securities and Exchange Commission. This document
will be available free of charge at the Securities and Exchange Commission's Web
site at http://www.sec.gov and from the Broadbase contact listed above.


                                       19
<PAGE>   21

QUESTIONS AND ANSWERS

KEY QUESTIONS AND ANSWERS

WHAT IS THE ANNOUNCEMENT?

Broadbase Software, Inc. today announced that it has signed a definitive
agreement to acquire privately held Servicesoft, Inc., the leading provider of
intelligent e-service applications. With this announcement, Broadbase reaches a
new level of leadership in intelligent customer interactions by creating the
industry's first integrated eCRM suite that provides a single, integrated
analytic and operational solution. From its founding, Broadbase has maintained a
singular vision to create packaged, scalable software products that enable
e-businesses to drive intelligent customer interactions across all touch points
and proactively develop lasting relationships with their most valuable assets:
their customers. Together, Broadbase and Servicesoft have more than 400 global
e-business customers in financial services, retail, telecommunications,
e-commerce, and technology including Cisco Systems, BEA Systems, Fidelity
Investments, IBM, Hewlett Packard, and Motorola amongst others.

Additional Point: This combination redefines the e-business landscape by
launching the market's first Web-based product suite that combines best-of-breed
analytics with operational e-marketing and e-service applications.

Additional Point: This powerful combination allows e-businesses to create an
intelligent, unified view of their customers and can launch proactive,
personalized service offerings and marketing campaigns.

WHO IS BROADBASE?

Broadbase Software is the leading provider of customer-focused analytic and
marketing automation applications. Their software analyzes customer data from
multiple touch points, and uses that information to execute marketing campaigns,
improve online merchandising and content, increase customer loyalty and
personalize all customer interactions.

        -       Leading provider of customer centric analytic solutions and
                E-marketing automation applications.
        -       Comprehensive analytic software suite comprising E-Marketing,
                Analytics, and E-Commerce adapters.
        -       250+ customers across all verticals.
        -       Customer examples: HP, Cisco, BEA Systems, AMD, Xerox, Nortel,
                Fidelity Investments, Cannon.
        -       World class partners: BroadVision, Art Technology Group, HP,
                Nortel (Clarify), Ariba

WHO IS SERVICESOFT?

Servicesoft, Inc. is a leading provider of intelligent eService solutions.
Servicesoft's knowledge-based software products and professional services help
both traditional and Internet businesses provide superior Internet-based
service, or e-service, to their customers, employees and business partners.



                                       20
<PAGE>   22

        -       Leading provider of intelligent eService solutions.
        -       Comprehensive eService solutions; for self-service, e-mail
                management, text chat, live collaboration, and outbound email
                campaigns, all based upon a sophisticated knowledge base that
                delivers the consistent information and advice required to
                accurately answer customer (and employee) inquiries, independent
                of the communication channel used.
        -       180+ customers across all verticals.
        -       Customer examples: GTE, Cisco, Akamai, Eddie Bauer, Getronics,
                Nortel.
        -       World-class partners: EDS, Siebel, IBM, Peoplesoft (Vantive),
                Nortel (Clarify), Unisys, KPMG, and British Telecom.

WHAT IS THE STRATEGIC FIT OF SERVICESOFT TO BROADBASE?

The acquisition of Servicesoft completes Broadbase's vision of a single,
integrated, intelligent eCRM software suite.

Broadbase's vision is to provide a single view of the customer that enables
insight and action across every touch point in real time. By managing every
customer interaction with one integrated eCRM platform, Broadbase software
allows companies to deploy a solution where customer insight and operational
action become one.

Analytic eCRM and Operational eCRM are no longer separate domains -- analytic
insight drives customer interaction, and customer interaction feeds analytic
insight. Marketing, Sales (eCommerce), and Customer Service can no longer be
isolated functions within a company. Each department's actions have an impact on
how the other treats the customer. Information is shared across organizations
and acted on in real time, creating an optimized customer experience.

With the addition of Servicesoft, Broadbase now has a complete single,
enterprise-wide view of the customer across all touch points. This will enable
eBusinesses to build customer loyalties and drive profitability.

WHAT WERE THE STRATEGIC CONSIDERATIONS FOR THE SERVICESOFT TRANSACTION?

1.      Servicesoft provides "best-of-breed" product technology
        -       Knowledge platform... utilizing expert reasoning - incorporates
                multiple search and retrieval levels of artificial intelligence.
        -       Servicesoft's artificial intelligence is external focused which
                provides customers with a more effective and efficient self help
                platform

2.      Significant Up sell / Cross sell opportunities
        -       Increases penetration of complementary and non-competitive
                customers.
        -       Integrated customer interaction suite enables customer wins that
                neither company could achieve independently.
        -       Large installed customer base that have yet to purchase eService
                analytics
        -       Existing customer overlap demonstrates significant demand for
                integrated solution (e.g. Akamai, Nortel, Cisco).
        -       Ongoing customer requests for eService analytics supports
                significant demand.



                                       21
<PAGE>   23

3.      Broadens Broadbase's product footprint
        -       Combination expands Broadbase's product footprint to the most
                comprehensive suite of web centric integrated intelligent
                customer interaction analytics and eCRM operational
                applications.
        -       Suite enables combined company to sell modules of complete
                integrated offering into broader addressable market.
        -       Enables continued leverage of key strategic partners...
                BroadVision, HP, BEA Systems, ART Technology Group, Ariba, and
                others.

WHAT PRODUCTS DOES BROADBASE SELL?

Broadbase sells a suite of customer-focused analytic and marketing automation
applications that analyze customer data from multiple touch points, and use that
information to execute marketing campaigns, improve online merchandising and
content, increase site stickiness and personalize all customer interactions.

Products include analytics for E-Marketing, E-Commerce, E-Service,
E-Procurement, and E-Marketplace; a Real time optimizer; and a robust marketing
automation application. Pre-packaged adapters are available for the leading
eCommerce software suppliers, such as Art Technology Group, BEA Systems,
BroadVision, and Intershop.

WHAT PRODUCTS DOES SERVICESOFT SELL?

Servicesoft sells an intelligent eService solution. Servicesoft enables
businesses to provide extraordinary, proactive customer service via the
Internet.

Servicesoft enables online businesses to provide preemptive, instantaneous and
assisted resolution to issues -- eliminating the disparity between the quality
of eService and traditional customer service. This proactive approach to
eService also increases customer satisfaction through self-service and
interactive web pages by empowering customers to help themselves, and in turn
free up customer service agents to handle priority and complex issues.

HOW DO THE TECHNOLOGIES INTERFACE?

The Broadbase and Servicesoft products integrate in a couple of ways. First,
Broadbase's analytic applications extract information from the Servicesoft
applications to perform analysis of customers and their service interactions
with an e-business. This customer intelligence is then automatically fed back
into the Servicesoft applications; thereby making for smarter customer
interactions each time a transaction occurs. In addition, information about a
customer's service history can be sourced to the Broadbase E-Marketing
application, allowing for more targeted campaigns based on an intelligent
understanding of every interaction a customer has with an e-business.

HOW WILL CUSTOMERS BENEFIT?

From its founding, Broadbase has maintained a singular vision to create
packaged, scalable software products that enable e-businesses to drive
intelligent customer interactions across all touch points and proactively
develop lasting relationships with their most valuable assets: their customers.
With the acquisition of Servicesoft, e-businesses now have an integrated,
intelligent



                                       22
<PAGE>   24

eCRM suite in which they close the loop for all inbound and outbound customer
interactions across all touch points, whether sales, marketing or service.

Together, the companies provide a platform that combines best-of-breed
analytics, web-based marketing automation and proactive customer service that is
the de facto standard for real time intelligent, ongoing and automated
interactions.

WHO ARE BROADBASE'S AND SERVICESOFT'S COMBINED CUSTOMERS? WHAT VERTICAL MARKETS
DO THEY SELL INTO?

Together, Broadbase and Servicesoft have more than 400 global e-business
customers in financial services, retail, telecommunications, e-commerce, and
technology, including such market leaders as ADP, Akamai, BEA Systems, Cannon,
Cisco Systems, Eddie Bauer, Fidelity Investments, GTE, Hewlett Packard, IBM,
Inktomi, Kodak, Mercata.com, Monster.com, Motorola, Nextel, Nike, Nortel,
Onvia.com, The Sharper Image, United Airlines, Verio, and Xerox.

What makes Servicesoft unique relative to its competition? Servicesoft provides
"best-of-breed" product technology:
        -       Knowledge platform - platform incorporates multiple search and
                retrieval levels of artificial intelligence.
        -       Servicesoft's artificial intelligence is external focused which
                provides customers with a more effective and efficient self help
                platform
        -       A complete eService offering; best-in-class applications for
                self-service, e-mail management, text chat, live collaboration,
                and outbound email campaigns, all based upon a sophisticated
                knowledge base.

HOW DOES THIS CHANGE YOUR COMPETITIVE LANDSCAPE?

With this announcement, Broadbase will combine its intelligent analytics,
campaign management, and real-time personalization with Servicesoft's
multi-channel intelligent eService applications to up-sell, cross-sell, or
simply better sell, service, and market to each customer based on his, or her,
personal needs and preferences.

The combination of these two companies provides a broad suite of web-based eCRM
solutions for eBusiness, that no other competitor can match. Competitors
include:

-       In-house organizations within companies that are trying to "stitch
        together" incomplete offerings,
-       Consulting-services based companies (e.g. E.piphany),
-       Traditional CRM back office software suppliers (e.g. Siebel) that are
        attempting to move their offerings to the web, and
-       Niche eCRM software suppliers (e.g. Informatica, Market First, Annuncio,
        SAS, Accrue) that offering individual pieces of the overall solution
        that Broadbase now offers.

Combining Servicesoft's eService suite with Broadbases's Analytic offerings,
E-Marketing operational offering and E-Commerce operational adapters, defines a
new level of intelligent customer interaction software that clearly stands above
the competition.



                                       23
<PAGE>   25

WHY THIS COMBINATION? WERE THERE OTHER CANDIDATES THAT BROADBASE CONSIDERED?

Broadbase could not have found a more complementary fit than Servicesoft in
terms of product, people and customers. Again, for the reasons we have
discussed, Broadbase's believes Servicesoft is the leader in its space.
Servicesoft provides us with:

        -       Best-of-breed technology
        -       Servicesoft's artificial intelligence is external focused which
                provides customers with a more effective and efficient self help
                platform
        -       Significant Up sell / Cross sell opportunities
        -       Broadens Broadbase's product footprint
        -       Talent and geography of Servicesoft team

WHAT ARE THE PRODUCT INTEGRATION PLANS?

Both Broadbase and Servicesoft have open and flexible technology platforms that
can be used together immediately. Over the next several months, future
integration plans will be mapped out to connect the marketing automation and
operational service environments.

WHAT IS THE TIMELINE FOR INTEGRATING THE COMPANIES?

An integration team with broad representation from Broadbase and Servicesoft
will be formed immediately and we expect integration as soon as practically
possible. At this time, management believes functional integration of technology
platform is achievable within six months. In the immediate term, we will take
advantage of our similar web-based architecture to begin the initial steps of
integrating our product suites.

WHAT ARE THE SIGNIFICANT CHALLENGES INVOLVED IN INTEGRATING THE TWO COMPANIES
LIKELY TO BE?

The management team believes that all potential aspects of this transaction have
been thoroughly considered and reviewed. Furthermore, with the recent management
talent that Broadbase has added over the last year, and the acquisition
experience that this team has been involved in, both prior to Broadbase and most
recently at Broadbase (e.g. Rubric, Aperio, Panop.com, and Decisionism
acquisitions), the team believes that any challenges that lie ahead can be dealt
with appropriately.

WHAT ARE THE TERMS OF THE DEAL?

Under terms of the agreement, Broadbase will issue approximately 35.1 million
shares of its common stock and options to purchase its common stock, to the
shareholders and option holders, of Servicesoft, or approximately 36.5% of the
combined company on a fully diluted basis. The transaction will be accounted for
as a purchase transaction. The acquisition is subject to customary closing
conditions, including the approval of Broadbase's and Servicesoft's shareholders
and regulatory approvals

HOW WILL THE ACQUISITION IMPACT REVENUES AND PROFITABILITY?

It is expected that Broadbase's path to profitability will not be affected by
the acquisition of Servicesoft.

HOW MANY EMPLOYEES WILL THIS ADD TO BROADBASE?

Combined, Broadbase will have over 600 employees.



                                       24
<PAGE>   26

WHERE DOES SERVICESOFT HAVE OFFICES?

Servicesoft has global headquarters in Natick, Massachusetts and has sales
offices throughout the U.S., Canada and Europe. The Company's European, Middle
East and Africa (EMEA) headquarters are located in the United Kingdom


FORWARD LOOKING STATEMENT DISCLOSURE

This presentation includes forward-looking statements, including those that
describe the anticipated results of combining the product lines and businesses
of Broadbase and Servicesoft. Those statements are subject to significant risks
and uncertainties and actual results could differ materially from those
indicated in the forward-looking statements. The expected benefits of the
proposed combination may not be realized for a number of reasons including the
following. The merger may not be approved by the stockholders of Broadbase and
the other conditions of closing may not be satisfied. The announcement of the
merger may disrupt the companies' normal sales cycles because their sales forces
may be distracted by the pending business combination or because customers may
delay new orders until the merger is closed and the sales forces and product
lines are combined. The combined product lines may not be as broad as those of
some of the competitors of Broadbase and Servicesoft, and the merger could cause
Broadbase's business partners and potential competitors to acquire other product
lines that would compete directly with the combined company. Moreover, Broadbase
may not be able to rapidly integrate the operations of Servicesoft, retain the
key employees of Servicesoft or effectively manage those employees, who are
located near Boston, Massachusetts, while Broadbase is



                                       25
<PAGE>   27

headquartered in Menlo Park, California. In order to attain the desired levels
of market penetration of Servicesoft's products, Broadbase may be required to
broaden the platforms on which they operate from Windows/NT to Unix and other
platforms. In addition, the combined company may not achieve the increase in
revenues that it expects or the optimal mix between license and service revenues
that it targets to achieve its profitability goals.

SAFE HARBOR STATEMENT

Please be reminded that any remarks that may be made about future expectations,
plans, or prospects for the companies in this presentation or in the press
release announcing the merger constitute forward-looking statements for the
purpose of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Each company's actual results and the results of the merged
company post-closing may differ materially from those indicated by these
forward-looking statements as a result of various important factors including
those discussed in any filings that the companies have made with the SEC.


WHERE YOU WILL BE ABLE TO FIND ADDITIONAL INFORMATION

STOCKHOLDERS OF BOTH COMPANIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE BUSINESS COMBINATION TRANSACTION DESCRIBED ABOVE, WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. This joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by Broadbase Software, Inc. Stockholders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by Broadbase at
the Securities and Exchange Commission's web site at http://www.sec.gov. The
proxy statement/prospectus and such other documents may also be obtained from
Broadbase by directing such requests to Richard Howell, Director Public
Relations, Broadbase Software, Inc., (650) 614-8385.

Broadbase and its officers and directors may be deemed to be participants in the
solicitation of proxies from Broadbase's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors will be included in the proxy statement/prospectus for
its special meeting of stockholders and in Broadbase's registration statement on
Form S-4 to be filed with the Securities and Exchange Commission. This document
will be available free of charge at the Securities and Exchange Commission's Web
site at http://www.sec.gov and from the Broadbase contact listed above.

                                                           FOR MORE INFORMATION:

                                                                  Richard Howell
                                                      Director, Public Relations
                                                              Broadbase Software
                                                                  (650) 614-8385
                                                           [email protected]


                                       26


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