<PAGE>
Filed by TANTAU Software, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: TANTAU Software, Inc.
Exchange Act File Number of 724 Solutions Inc. 1-15641
[MATERIALS POSTED ON TANTAU SOFTWARE, INC. WEBSITE: NOVEMBER 29, 2000]
TANTAU TO BE ACQUIRED BY 724 SOLUTION
The following are links to related documents and the 724 Solution web site:
Press Release
Frequently Asked Questions
Transaction Fact Sheet
Executive Bios - TANTAU
Executive Bios - 724
THESE MATERIALS DO NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT REGARDING
THE BUSINESS COMBINATION TRANSACTION REFERENCED HEREIN, WHEN IT IS FILED BY
724 SOLUTIONS AND BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN A FREE
COPY OF THE REGISTRATION STATEMENT AND OTHER DOCUMENTS FILED BY 724 SOLUTIONS
AND TANTAU SOFTWARE WHEN THEY BECOME AVAILABLE WITH THE SECURITIES EXCHANGE
COMMISSION AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV. THE REGISTRATION
STATEMENT AND SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED WITHOUT CHARGE FROM
724 SOLUTIONS BY DIRECTING YOUR REQUEST TO: MONICA ZAIED AT [email protected]
<PAGE>
724 SOLUTIONS TO ACQUIRE TANTAU SOFTWARE
FREQUENTLY ASKED QUESTIONS
WHAT ARE THE FINANCIAL TERMS OF THE TRANSACTION?
Under the terms of the definitive agreement, 724 Solutions will issue in the
aggregate 19 million shares and options to TANTAU shareholders in exchange for
their shares.
WHAT WILL BE THE OWNERSHIP STRUCTURE OF THE COMBINED COMPANY?
Upon completion of the transaction, 724 Solutions shareholders will own
approximately 68 percent of the combined Company and TANTAU shareholders will
own approximately 32 percent on a fully diluted basis.
HOW WILL THE ACQUISITION BE ACCOUNTED FOR?
The acquisition will be accounted for as a purchase.
WHO WILL LEAD THE COMBINED COMPANY?
Greg Wolfond, founder, current chairman and chief executive officer of 724
Solutions, will continue to serve as chairman of the Company. TANTAU co-founder,
president and chief executive officer John Sims will serve as chief executive
officer of 724 Solutions. Karen Basian, chief financial officer of 724
Solutions, will continue in her current position.
WILL THE COMPOSITION OF THE 724 BOARD OF DIRECTORS CHANGE?
Yes. As part of the transaction, 724 will be adding four seats to its board of
directors. The new directors will be John Sims and three other nominees of
TANTAU.
WHERE WILL THE COMPANY BE HEADQUARTERED?
724 Solutions will maintain executive offices in Toronto, Canada and Austin,
Texas.
WHAT WILL THE COMBINED COMPANY BE CALLED?
724 Solutions, Inc.
WHEN DO YOU EXPECT TO CLOSE THE TRANSACTION?
We expect to close the transaction before the end of the first quarter 2001.
IS THERE A BREAK-UP FEE?
No.
IS THERE A COLLAR?
No.
IS 7-24 REQUIRED TO FILE A PROXY STATEMENT?
No.
WHAT IS THE REGULATORY APPROVAL PROCESS?
<PAGE>
The transaction is subject to customary closing conditions including the
approval of TANTAU's shareholders at a special meeting, compliance with the
Hart-Scott Rodino Antitrust Improvements Act, and the registration of the new
shares to be issued by 724 Solutions at the closing.
HOW LONG DO YOU EXPECT THE REGULATORY APPROVAL PROCESS TO TAKE?
We expect to close the transaction in the first quarter of 2001.
HOW LONG WILL THE INTEGRATION TAKE?
We cannot begin the integration until the transaction has closed; however, we
expect that we will proceed very rapidly once we receive approval for the
transaction.
WHAT IS THE CURRENT NUMBER OF EMPLOYEES FOR BOTH COMPANIES?
724 Solutions has approximately 490 employees and TANTAU has approximately 175.
WILL THIS IMPACT 7-24'S TSE LISTING STATUS?
No. 724 will continue to be listed on the TSE and NASDAQ exchanges.
<PAGE>
[724 Solutions Logo] [TANTAU Logo]
724 SOLUTIONS TO ACQUIRE TANTAU SOFTWARE
-------------------------------------------------------------------------------
<TABLE>
<S> <C>
TRANSACTION SUMMARY:
Terms: 724 Solutions to issue 19 million1 shares and options
Total Value: $375 million2
Ownership: 68% 724 Solutions / 32% TANTAU Software3
Accounting: Purchase
Closing: First Quarter Calendar 2001
Combined Company Name: 724 Solutions, Inc.
</TABLE>
STRATEGIC RATIONALE:
/ / The combined company will be a premier worldwide provider of highly
scalable infrastructure and application software enabling secure mobile
transactions through Internet-enabled wireless and consumer electronics
devices.
/ / The transaction accelerates 724 Solutions' global business plan, providing
immediate global size and scale with 665 employees and strong operations
across North America, Europe and Asia.
/ / The combined company's customer base establishes it as the leading provider
of mobile transaction infrastructure software to global banks and
brokerages and provides significant cross-selling opportunities.
/ / The combined customer base includes: BBVA Bancomer, Bank of America, Bank
of Montreal, Chase Manhattan Bank, Citigroup, claritybank.com, Commerzbank,
Credit Suisse, Harris Bank, New Zealand Stock Exchange, SE Banken,
MeritaNordbanken, Rabobank International, Wachovia and Wells Fargo.
/ / The management team of Chairman Greg Wolfond, CEO John Sims, and CFO Karen
Basian brings together tremendous track records for driving growth,
significant experience in the software and telecommunications
businesses, and a team dedicated to delivering value to shareholders.
/ / 724 Solutions and TANTAU indicated that they are seeking to substantially
improve their combined operating performance and add additional customers
worldwide. Combined, the companies will have cash and equivalents in
excess of $200 million, providing a strong platform for further growth.
MANAGEMENT/BOARD STRUCTURE:
/ / Chairman: Greg Wolfond (current 724 Solutions founder, chairman and CEO)
/ / Chief Executive Officer: John Sims (current TANTAU co-founder, president
and CEO)
/ / Chief Financial Officer: Karen Basian (current 724 Solutions chief
financial officer)
/ / 724 Solutions' Board of Directors will expand to include John Sims and
three others to be appointed by TANTAU.
--------
1 Includes shares issuable upon the exercise of TANTAU options that will be
assumed by 724 Solutions.
2 An approximate value based on 724 Solutions' closing stock price on
November 28, 2000.
3 On a fully diluted basis.
<PAGE>
TANTAU SOFTWARE
EXECUTIVE BIOGRAPHIES
JOHN SIMS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TANTAU SOFTWARE
John Sims is the co-founder, president and CEO of TANTAU
Software, Inc. Before founding TANTAU, Sims was the Chief
Operating Officer of SCC Communications Corp, a service
provider to the telecommunications industry. During his
tenure at SCC, he was instrumental in managing the
dramatic growth of the company, resulting in a successful
initial public offering in mid-1998.
Before joining SCC in 1995, Sims spent ten years with
Tandem Computers, Inc. where he held various senior
executive level positions including vice president and
general manager of Tandem's worldwide telecommunications
business. During that time, Tandem grew from $300 million
in revenues to almost $2.5 billion. He served on the board
of directors of various Tandem subsidiaries and joint
venture companies including software company joint
ventures in Singapore and China. Additionally, John
participated in the integration of various companies
acquired by Tandem, including Ungermann-Bass, ACI (a world
leading financial services software provider) and Atalla
Corporation.
Sims also spent nine years with Burroughs Corporation in
various financial and general management positions, both
in his native Scotland as well as in the United States.
Sims holds a degree in Accounting from the University of
Glasgow, Scotland.
<PAGE>
HARALD SAMMER
EXECUTIVE VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER
TANTAU SOFTWARE
Harald Sammer is the co-founder, executive vice
president and chief technology officer of TANTAU and
has nearly 30 years of experience in developing
technology. For more than 20 years, Sammer served in
several leadership roles at Tandem Computers, Inc. His
team designed and implemented the entire 32-bit
operating system that is still the basis of today's NSK
systems. In addition, he developed the first "super
cluster" containing 36 loosely coupled processors to
successfully replace two large classic mainframes to
operate high-volume, online banking applications.
Sammer also proposed the concept of linear scalability
and set the target to reach 1,000 transactions per
second by principles of distributed processing.
For several years, Sammer served as the director of
Tandem's High Performance Research Center (HPRC)
overseeing development of the technology now at the
core of TANTAU's products. The HPRC focused on scalable
DBMS research and prototypes; scalable transaction
monitor research and prototypes; high performance
remote data replication; and high performance
communications subsystems.
During his tenure, HPRC was chartered to design and
build a new open, hardware independent, scalable and
fault-tolerant platform. This technology is now the
basis of TANTAU's platform. Sammer and his group
investigated how high-end applications could be built
more productively and how these applications could end
the requirement of having NonStop Kernel systems as the
sole platform. The project, code-named "MSF" (message
switching facilities), evolved into a long-term plan
and provided the basis for the technology that led to
the formation of Tandem's Tektonic Business Unit where
Sammer served as VP and general manager. When Compaq
acquired Tandem, Sammer continued to expand the
Tektonic Business Unit, the HPRC continued to improve
important products, provided leadership in very large
solutions and developed technology for future leading
applications.
Sammer is a graduate from the "HTL" (Hohere Technische
Bundeslehr und Versuchsanstalt) in Modling near Vienna,
Austria, where he received an Engineering Degree in
Communications Technology.
<PAGE>
PETER KLANTE
VICE PRESIDENT OF MARKETING
TANTAU SOFTWARE
Peter Klante is vice president of marketing for TANTAU
and is responsible for all worldwide marketing
initiatives. Klante brings over 15 years of global
marketing expertise, most recently from Vignette where
he was vice president of marketing and played a key
role in helping to create the fastest growing
enterprise software company in history. Klante also has
held a number of executive positions with Lotus
Development, Cognos and Fulcrum Technologies. He holds
a Business Mathematics degree in Computer Science and
Business Administration from the University of Waterloo
in Canada.
<PAGE>
724 SOLUTIONS
EXECUTIVE BIOGRAPHIES
GREG WOLFOND
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
724 SOLUTIONS
Greg Wolfond co-founded 724 Solutions Inc. in 1997 with
Chris Erickson, and has been its chairman and chief
executive officer since 724 Solutions' inception. Greg
is also the owner of Blue Sky Capital Corporation and
a principal of Bayshore Capital Corporation.
Greg's vision of financial institutions offering
personalized and secure mobile banking, investment,
and commerce services across a wide range of
Internet-enabled wireless and consumer electronic
devices has turned 724 Solutions into one of the
world's leading Internet infrastructure software
companies.
Under his tutelage, Greg has guided the company
through one of Canada's most successful IPO listings
ever, grown the 724 Solutions from two to over 440
employees, and established offices in London, Paris,
San Francisco, Santa Clara, Sydney, and Tokyo. 724
Solutions' common shares are listed on the NASDAQ
National Market (SVNX) and The Toronto Stock Exchange
(SVN).
Today, 724 Solutions' customers comprise world-class
financial institutions at the leading edge of wireless
financial services -- Bank of Montreal and its
subsidiary Harris Bank, CitiGroup, Bank of America,
Wells Fargo, BBVA Bancomer, Wachovia, Key Corp and
ClarityBank.com -- whose combined customer bases total
165 million.
Prior to 724 Solutions, Greg founded Footprint
Software Inc., a highly successful financial services
software company specializing in object-oriented
financial technologies. Footprint's clients include
some of the largest financial institutions in the
world. Footprint has won many awards for being a fast
growing and best-managed company - over a five-year
period sales grew from US$4 million to US$100 million.
Among Greg's many accomplishments at Footprint is the
Footprint Headstart program, which trained over 2000
students on Java.
In May of 1995, Greg sold Footprint to IBM. He continued
with IBM for two years managing Footprint and focusing on
IBM's network computing technology for the financial
services and securities industries. Greg left IBM in the
summer of 1997 to create 724 Solutions and focus on
technology convergence.
Greg was a winner of the prestigious FINANCIAL POST "Top
40 under 40 Award" in 1995.
<PAGE>
CHRISTOPHER ERICKSON
PRESIDENT AND CO-FOUNDER
724 SOLUTIONS
Chris joined 724 Solutions in September 1997 as
President. He is a graduate of the computer engineering
program at the University of Waterloo and the University
of Toronto Law School.
While at the University of Waterloo, Chris worked as a
software engineer for a number of companies, including
Nortel, Bell-Northern Research, Optical Recording
Corporation and Bell Canada. In 1989, he formed
IntelliSys Engineering, which became Cygnus Computer
Associates Ltd., a software-engineering firm that
specialized in designing and developing client-server
applications for customers such as Bell Canada, EDS
Corporation, Nortel and Hewlett-Packard. In 1994, Chris
joined the Toronto office of one of Canada's largest law
firms, Fasken Campbell Godfrey, as a corporate/commercial
technology lawyer, while continuing on as President of
Cygnus. In July 1997, Chris sold his interest in Cygnus,
and left Fasken's to start 724 Solutions with Greg
Wolfond.
Chris has held a number of senior positions with industry
associations. He is a director of the Washington D.C.
based Computer Law Association, a former Chairman of the
Electronic Commerce Subcommittee of the Investment Funds
Institute of Canada, and a former director of the
Foundation for Responsible Computing. Chris has also
served as director and General Counsel to the
Interactive Multimedia Arts and Technologies
Association.
<PAGE>
KAREN BASIAN
CHIEF FINANCIAL OFFICER
724 SOLUTIONS
Karen joined 724 Solutions in February of 1999 as Chief
Financial Officer. Prior to joining 724 Solutions, Karen
was CFO and VP Finance at Hostess Frito-Lay, helping to
bring the division to new level of profitability and
market share. Karen initially joined PepsiCo in 1994 as
Finance Director for Hostess Frito-Lay, and in 1995
became Director of Strategic Planning for Frito-Lay North
America. Karen has also held positions with Deloitte and
Touche, where she specialized in International Tax, and
Bain and Company as a consultant.
Based in Bain's London, UK office, Karen was involved in
financial services, mergers and acquisitions and supply
chain management with projects throughout Europe and
Scandinavia. In 1991, Karen joined Bain's Canadian team
as a manager to assist in the development of the first
Canadian office in Toronto. In North America, Karen
played a key role in Bain's reengineering and customer
retention practices as they applied to
Telecommunications, Financial Services and Aviation.
Karen has an Honor B.A., Business Administration from the
University of Western Ontario, an MBA from IMEDE,
Lausanne, Switzerland and is a Chartered Accountant.
Karen is also a member of the board of directors of the
Alumni Association for the University of Western Ontario.
<PAGE>
[MATERIALS POSTED ON TANTAU SOFTWARE, INC. INTERNAL WEBSITE: NOVEMBER 29, 2000]
724 SOLUTIONS TO ACQUIRE TANTAU SOFTWARE
FREQUENTLY ASKED QUESTIONS FOR TANTAU EMPLOYEES
WHAT ARE THE FINANCIAL TERMS OF THE TRANSACTION?
Under the terms of the definitive agreement, 724 Solutions will issue in the
aggregate 19 million shares and options to TANTAU shareholders in exchange for
their shares.
WHAT WILL BE THE OWNERSHIP STRUCTURE OF THE COMBINED COMPANY?
Upon completion of the transaction, 724 Solutions shareholders will own
approximately 68 percent of the combined Company and TANTAU shareholders will
own approximately 32 percent on a fully diluted basis.
HOW WILL THE ACQUISITION BE ACCOUNTED FOR?
The acquisition will be accounted for as a purchase.
WHO WILL LEAD THE COMBINED COMPANY?
Greg Wolfond, founder, current chairman and chief executive officer of 724
Solutions, will continue to serve as chairman of the Company. TANTAU co-founder,
president and chief executive officer John Sims will serve as chief executive
officer of 724 Solutions. Karen Basian, chief financial officer of 724
Solutions, will continue in her current position.
WILL THE COMPOSITION OF THE 724 BOARD OF DIRECTORS CHANGE?
Yes. As part of the transaction, 724 will be adding four seats to its board of
directors. The new directors will be John Sims and three other nominees of
TANTAU.
WHERE WILL THE COMPANY BE HEADQUARTERED?
724 Solutions will maintain executive offices in Toronto, Canada and Austin,
Texas.
WHAT WILL THE COMBINED COMPANY BE CALLED?
724 Solutions, Inc.
WHEN DO YOU EXPECT TO CLOSE THE TRANSACTION?
We expect to close the transaction before the end of the first quarter 2001.
IS THERE A BREAK-UP FEE?
No.
IS THERE A COLLAR?
No.
IS 7-24 REQUIRED TO FILE A PROXY STATEMENT?
No.
WHAT IS THE REGULATORY APPROVAL PROCESS?
<PAGE>
The transaction is subject to customary closing conditions including the
approval of TANTAU's shareholders at a special meeting, compliance with the
Hart-Scott Rodino Antitrust Improvements Act, and the registration of the new
shares to be issued by 724 Solutions at the closing.
HOW LONG DO YOU EXPECT THE REGULATORY APPROVAL PROCESS TO TAKE?
We expect to close the transaction in the first quarter of 2001.
HOW LONG WILL THE INTEGRATION TAKE?
We cannot begin the integration until the transaction has closed; however, we
expect that we will proceed very rapidly once we receive approval for the
transaction.
WHAT IS THE CURRENT NUMBER OF EMPLOYEES FOR BOTH COMPANIES?
724 Solutions has approximately 490 employees and TANTAU has approximately 175.
WILL THIS IMPACT 7-24'S TSE LISTING STATUS?
No. 724 will continue to be listed on the TSE and NASDAQ exchanges.
WHY DID WE DECIDE TO DO THIS TRANSACTION?
The combined skills, technology and customer bases uniquely position the
combined company to monetize the mobile Internet. The key drivers of the
transaction were:
/ / CREATING A CLEAR LEADER IN MOBILE FINANCIAL SERVICES. Jointly we serve
financial institutions with more than 272 million customers worldwide. We
expect financial institutions will be the leaders in enabling mobile
commerce, and that we gain a competitive advantage through working with
them. We expect to benefit from tremendous cross-selling opportunities as
we continue to build aggressively on our position in this sector and expand
into other industry verticals.
/ / ESTABLISHING A TRULY GLOBAL PRESENCE. TANTAU, with its strong presence in
Europe, significantly complements 724's strong customer base in North
America. The combined companies have presences in North America, Europe and
Asia.
/ / UNPARALLELED STRATEGIC PARTNERSHIPS. The companies have complementary
strategic partners in the areas of channels and distribution, security and
technology.
/ / EXPANDING OUR ADDRESSABLE MARKET. Building on our lead in financial
services and m-commerce, we will be able to more quickly expand into other
markets including the delivery of a platform for secure mobile transactions
and other vertical solutions.
/ / BRINGING THE INDUSTRY'S TOP TALENT UNDER ONE ROOF. The combined technology
skills of our companies create a team with experience in both high
performance computing platforms and mobile application solutions.
/ / BUILDING A LEADERSHIP TEAM FOR THE FUTURE. This transaction is a unique
opportunity for Greg Wolfond to continue to work full time, but devote more
of his time to
<PAGE>
designing the strategic direction of 724 Solutions going forward, while
bringing in an operator in John Sims who has a tremendous track record
for driving growth and delivering value to shareholders. Greg and John
have been operating in the same space for several years and share a
vision of the rapidly evolving wireless transaction marketplace. With
Greg and John working closely together, we believe the combined company
is poised for significant growth.
/ / ACCELERATING 724'S PATH TO PROFITABILITY. Together, we expect to play a
significant role in the growth of mobile transactions, which analysts
expect to grow to approximately $21 billion of transactions over the next
four years from an estimated $29 million in 2000.
HOW LONG WILL THE INTEGRATION TAKE?
We cannot begin the integration until the transaction has closed, however, we
expect that we will proceed very rapidly once we receive approval for the
transaction.
IS THERE AN INTEGRATION TEAM IN PLACE? IF SO, WHO ARE ITS MEMBERS?
We have put together an integration team and a detailed execution plan for our
businesses and technologies. The integration team includes John Reece, our CFO,
David Pasieka from 724 and several others who will focus on sales, product and
infrastructure.
WILL THERE BE ANY LOSS OF JOBS AS A RESULT OF THE AGREEMENT?
The companies have very complementary skills - there is almost no overlap and we
do not expect any job losses.
ARE THERE OVERLAPPING SALES FORCES?
No, in fact, given the different product and geographic focus the two teams
complement one another very well.
WHAT WILL HAPPEN TO TANTAU'S HEADQUARTERS?
We will maintain our presence in Austin, with John Sims splitting his time
between Austin and Toronto.
HOW ACTIVE A MEMBER OF THE MANAGEMENT TEAM WILL GREG WOLFOND BE?
Greg will continue to be a full time strategist for the company and have a very
active role in the senior management team.
WILL JOHN HAVE AN OFFICE IN TORONTO?
Yes.
WHEN WILL JOHN OFFICIALLY BECOME THE CEO?
John will officially become CEO upon closing of the transaction.
WHAT IS JOHN'S INDIVIDUAL STAKE IN 7-24?
Approximately 1.4% on a pro forma fully diluted basis.
<PAGE>
ARE THERE OTHER 7-24 AND TANTAU EXECUTIVES WHO WILL NOT HAVE A PLACE IN THE
COMBINED COMPANY?
No.
HOW MANY EMPLOYEES DOES 724 HAVE?
724 Solutions has 491 employees.
WILL EMPLOYEES BE EXPECTED TO MOVE?
No, we do not anticipate such a need. Nonetheless, many employees will have
additional opportunities - both in their own office and others.
WILL I HAVE A NEW PERSON TO REPORT TO?
There will be no immediate changes, but as we integrate the companies after the
close of the transaction we do expect that certain reporting structures will
change.
WILL ANYONE BE FACING SALARY CUTS?
No, we do not expect so.
WHAT HAPPENS TO TANTAU EMPLOYEE STOCK OPTIONS?
724 is assuming the TANTAU option agreement and the associated terms and
conditions.
WOULDN'T TANTAU STOCK HAVE BEEN MORE VALUABLE IF TANTAU DID AN IPO?
It is impossible to predict what that value would have been, but what we do
expect is that together we will be the premier provider of highly scalable
infrastructure and application software enabling online transactions through a
wide range of Internet-enabled wireless and consumer electronics devices - which
is a tremendous opportunity. This realizes value for TANTAU investors at least 9
months earlier than if we had taken the IPO path.
WILL THE FACT THAT 7-24 IS A CANADIAN-BASED COMPANY AFFECT THE COMPENSATION OR
TAXES OF TANTAU EMPLOYEES?
No, we do not believe so.
WHAT'S DIFFERENT FROM BEING A PUBLIC COMPANY VERSUS A PRIVATE COMPANY?
We do not expect a change from an operating perspective. However, by virtue of
the fact that 724 shares are traded publicly, there are additional disclosure
obligations and restrictions on trading.
WILL THE EMPLOYEE BENEFIT PACKAGE CHANGE?
Part of the integration team's efforts will focus on selecting the best of breed
practices in our two companies' employee compensation and benefits packages. We
will of course keep all employees abreast of any developments as the integration
team proceeds.
WILL MY 401K-PLAN CHANGE?
No.
<PAGE>
WHO DO WE CONTACT ABOUT HR-RELATED ISSUES?
You should contact Cindy Kopec in Austin.
WHAT DO I SAY IF THE PRESS CALLS ME TO ASK ABOUT THE ACQUISITION?
Tell the press that it is company policy to handle all media inquiries through
Brooke Bulow in Austin.
WHAT ABOUT CALLS FROM INVESTORS?
All investor inquiries should be directed to Peter Klante.
<PAGE>
[724 SOLUTIONS/TANTAU: SLIDESHOW PRESENTATION
DATED NOVEMBER 29, 2000]
"MONETIZING THE MOBILE INTERNET"
[724 Solutions Logo] [TANTAU Logo]
The Leader in Secure Mobile Transactions
<PAGE>
SAFE HARBOR STATEMENT
This presentation does not constitute an offer or sale of securities. Investors
and security holders are advised to read the registration statement regarding
the business combination transaction referenced herein, when it is filed by 724
Solutions and becomes available, because it will contain important information.
Investors and security holders will be able to obtain a free copy of the
registration statement and other documents filed by 724 Solutions and TANTAU
Software when they become available with the Securities Exchange Commission at
the Commission's website at www.sec.gov. The registration statement and such
other documents may also be obtained without charge from 724 Solutions by
directing your request to: Monica Zaied at [email protected].
This presentation contains statements of a forward-looking nature. These
statements are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements include the
statements herein about the business and affairs of 724 Solutions and TANTAU
Software after the completion of the merger, including the companies' combined
competitive position, product offerings and customer base; the companies
improved revenues, operating performance and margins; the companies' planned
integration of their product offerings; the growth in the number of subscribers
for wireless services; the growth in mobile transactions; and demand by
financial institutions and consumers for mobile commerce, banking and brokerage
services. These statements are based upon current expectations that are subject
to risks and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements.
In particular, the following factors, among others, could cause actual results
to differ materially from those described in the forward-looking statements: any
inability to satisfy the conditions for the closing of the merger; any inability
to obtain the required governmental approvals for the merger and the
registration of the shares; the risk that 724 Solutions' and TANTAU Software's
businesses will not be integrated efficiently and successfully, or in the matter
described herein; costs related to the merger; any delay, inability or
difficulties encountered in increasing 724 Solutions' and TANTAU's combined
revenues from their existing and new contracts; competitive products and
pricing, any inability of 724 Solutions and TANTAU to offer enhanced product
offerings, or to offer these to customers in new industries; any inability that
724 Solutions and TANTAU may have to manage and grow their expanding
international operations, and other factors. These and other risks are set forth
in more detail in 724 Solutions' SEC filings, and filings with Canadian
Securities Administrators, including but not limited to its material change
reports, Annual Information Form, Form 20-F, Management Information Circular, or
documents furnished under cover on Form 6-K and, when filed, 724 Solutions'
registration statement on Form F-4. 724 Solutions does not undertake any
obligation to update this forward-looking information, except as required under
applicable law.
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
GREG WOLFOND JOHN SIMS
CEO, 724 Solutions CEO, TANTAU
[724 Solutions Logo] [TANTAU Logo]
KAREN BASIAN
CFO, 724 Solutions
[724 Solutions Logo]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
ACQUISITION SUMMARY
<TABLE>
<CAPTION>
<S> <C>
Financial Structure Purchase Transaction
Consideration 19 Million Shares (Including Assumed Options)
Ownership 724 Solutions - 68%/TANTAU - 32%
Senior Management Greg Wolfond Chairman
John Sims CEO
Karen Basian CFO
New Directors Four TANTAU Directors
Key Conditions HSR Clearance, Registration of 724 Shares
Target Closing First Quarter Calendar 2001
</TABLE>
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
THE 724 SOLUTION
[Diagram]
[The diagram illustrates that different types of Internet-enabled consumer
devices (a PalmPilot connected organizer, a cellular phone, a television, a
video game console, a pager and a PC) connect to wireless, cable and wireline
networks. These networks connect through the Internet to 724's platform. The
diagram indicates that 724's platform provides connects to informational
content, financial institutions and merchants. Security is provided between each
of these points in the system.]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
TANTAU
Leading Provider of Software That Enables Enterprises to
Conduct High-Volume, Secure Mobile Transactions
- Core Team From High Performance Research Center at Tandem
- Proven Technology - Highly Scalable Robust Infrastructure
- Blue Chip Investors
- Established Customer Relationships - Large European Base
- Leading Channel Relationships
Strongly Positions 724 Solutions for
Rapid Market Expansion
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
STRATEGIC RATIONALE
- Creates Leading Player in Mobile Financial Services
- Combined Customer Base Serves More Than 270MM Consumers
- Expands Addressable Market
- Accelerates Technology Roadmap
- Unparalleled Strategic Relationships
- Completes Global Reach
- Accelerates Profitability
Uniquely Positioned to
Monetize the Mobile Internet
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
MONETIZING THE MOBILE INTERNET
[Diagram]
[The diagram illustrates that the combined company will offer services enabling
secure, scalable transactions using different types of Internet-enabled consumer
devices. Through the combined companies' services, consumers will be able to use
these devices to conduct transactions with portals, content providers, financial
institutions, merchants and enterprises.
The diagram comprises an oval with images of different types of consumer devices
placed on the left side of the oval. The words and phrases "portals", "content
providers", "financial institutions", "merchants" and "enterprises" are set
forth at other locations along the outside of the oval. In a circle in the
middle of the oval are the logos of 724 Solutions and TANTAU, and the phrase
"Enabling Secure, Scalable Transactions." Arrows point from the inside of the
circle to the items on the outside of the oval.]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
MOBILE TRANSACTIONS - THE NEXT WAVE
[Graphs]
[The graph on the left is entitled "Worldwide - Wireless Internet Subscribers".
The graph indicates that wireless Internet subscribers worldwide will grow from
3.8 million in 1999 to 742 million in 2004. The graph states that this is a
compounded annual growth rate (CAGR) of 187%. The source of these statistics is
Cahners In-Stat Group.]
[The graph on the right is entitled "US - Mobile Transaction Value". The graph
indicates that the aggregate value of transactions undertaken in the United
States using mobile technology will grow from $29.0 million in 2000 to $20.81
billion in 2004. The graph states that this is a compounded annual growth rate
(CAGR) of 419%. The source of the graph is IDC (2000).]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
EVOLUTION OF THE MOBILE MARKET
- Transactions Are the Next Wave
- Already Happening in Europe
- Security and Scalability Are Critical
- Financial Institutions Lead the Way
[Diagram]
[The diagram indicates that the mobile market will evolve from content delivery,
to messaging, to secure transactions, to monetizing the mobile Internet". An
arrow runs from the bottom left hand corner of the diagram to the top right hand
corner of the diagram. The arrow curves upward as it moves from left to right,
and the size of the arrow itself grows in size. The words "content delivery"
appear on the tail of the arrow. As the arrow grows, the words "messaging" and
"secure transactions" appear. Ultimately, the arrow points to the phrase
"Monetizing the Mobile Internet" in the top right corner of the diagram.]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
TO WIN IN THE MARKET YOU NEED:
- Rich Applications
- Highly Scalable Platform
- Financial Institutions
- Best-in-Class Strategic Relationships
- Global Presence
[The above text (excluding the caption) appears within a large arrow which
points to the right towards the logos of 724 Solutions and TANTAU, which are
located on the right side of the page.]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
LEADER IN ENABLING SECURE MOBILE TRANSACTIONS ACROSS VERTICALS
[Diagram]
[The diagram reflects that the combined company is a leader in enabling secure
mobile transactions across industry verticals.]
[The diagram consists of three levels. The bottom portion of the diagram is a
rectangular block lying horizontally, and indicates that TANTAU provides
adapters, a wireless server and gateways. The middle level of the diagram is a
rectangular block lying horizontally, and indicates that 724 Solutions provides
application services including alerts, aggregation, payment, PKI portal, device
support and content. On top layer are three smaller blocks representing
electronic banking, electronic brokerage and m-commerce services, and an arrow
pointing to the right indicating that new industry verticals can be added.]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
WORLD CLASS CUSTOMERS
724 Solutions: TANTAU:
Citigroup Chase
Wells Fargo Rabobank International
Bank of America Credit Suisse Group
Wachovia NZSE
Hanvit Bank Barclays
Bank of Montreal Commerzbank
KeyCorp SEB
Bancomer Merita
Harris Bank
Claritybank.com
</TABLE>
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
WORLD CLASS STRATEGIC RELATIONSHIPS
Technology/Channel Partners
<TABLE>
<CAPTION>
<S> <C>
CheckFree Corporation Nokia
Openwave Compaq
Sun HP
Exodus Siemens
Mastercard Interwoven
Corillian Visa
Ericsson BEA
Siebel
Security Device Manufacturers
Sonera Motorola
Entrust Technologies Palm
Certicom Ericsson
Diversinet RIM
Baltimore Handspring
VeriSign Nokia
Qualcomm
NeoPoint
</TABLE>
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
CREATES A GLOBAL PRESENCE
[World Map]
[The offices of 724 Solutions and TANTAU are represented on a map of the world
by red and green dots, respectively. According to these dots, 724 Solutions has
three offices in the Americas, two in Europe, three in East Asia and one in each
of South Africa and Australia. Tantau has five offices in the Americas, four
offices in Europe and an office in each of East Asia and Australia.
Three pie graphs (which are superimposed over the map) indicate that the
combined company will have 538 employees in the Americas, most of which will
come from 724 Solutions; 92 employees in Europe, most of which will come from
TANTAU; and 22 employees in Asia, most of which will come from 724 Solutions. A
larger pie graph at the bottom of the map reflects that the combined company
will have a total of 652 employees, approximately 75% of which will come from
724 Solutions.]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
EXPERIENCED MANAGEMENT TEAM
<TABLE>
<CAPTION>
<S> <C> <C>
Officer Role Experience
Greg Wolfond Chairman Footprint/IBM
John Sims CEO Tandem
Karen Basian CFO FritoLay
Harald Sammer CTO Tandem
Chris Erickson Corp Dev CYGNUS Computer
Alistair Rennie GM, Applications IBM
Peter Klante GM, Infrastructure Vignette
</TABLE>
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
CUSTOMER TESTIMONIAL:
[CHASE LOGO]
"Having already chosen TANTAU as our enterprise wireless transaction
infrastructure, we're pleased that now there will be best of class applications
tightly integrated into that infrastructure delivering rapid time-to-market and
robust capabilities across a range of financial application areas." -Ameet
Patel, Chief Technology Officer, Chase.com
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
CUSTOMER TESTIMONIAL:
[BANK OF AMERICA LOGO]
"The acquisition of TANTAU creates a powerful combination of people and
technology that is important to Bank of America. We are convinced that providing
highly scaleable mobile applications will be an important element of growth in
financial services and e-commerce. The new 724 Solutions is an even stronger
partner in helping us make this happen." - Jim Dixon, President, Bank of
America.com
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
BEST IN CLASS PLAYERS DEFINE THE INTERNET INFRASTRUCTURE LANDSCAPE
[Diagram]
[The diagram indicates that the combined company will be a leader in the
transactions infrastructure sector of the wireless Internet. The diagram is a
large box divided by one vertical line and two horizontal lines into six smaller
boxes. The left side of the box is labeled from top to bottom with the captions
"Transactions Infrastructure", "Messaging Infrastructure" and "Content
Infrastructure". The bottom of the box is labeled from left to right with the
captions "Wireline Internet" and "Wireless Internet". The logos of 724 Solutions
and TANTAU appear in the top right internal box; the logo of OPENWAVE appears in
both middle boxes; and the logo of Inktomi appears in bottom left box.]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
[724 SOLUTIONS LOGO]
KAREN BASIAN
CFO, 724 SOLUTIONS
[TANTAU LOGO]
<PAGE>
FINANCIAL HIGHLIGHTS
- Additive to Historical Revenues and Backlog
- Target `01 Revenues of $75MM
- Improved Gross Margins
- Accelerated Profitability
- Strong Balance Sheet - > $200MM Cash and Equivalents
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
HISTORICAL QUARTERLY REVENUES
[Chart]
[The chart shows the growth of 724 Solutions' quarterly revenues from U.S.$1.2
million in the fourth quarter of 1999, to U.S.$3.1 million in the first quarter
of 2000, to U.S.$4.0 million in the second quarter of 2000 and to U.S.$6.1
million in the third quarter of 2000.]
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
REVENUE GENERATION
<TABLE>
<CAPTION>
<S> <C>
A Typical 724 Solutions Contract A Typical TANTAU Contract
License Fees License Fees
- Per User Per Month/Per Transaction - Per User
Application Hosting Services Application Hosting Services
- Per User Per Month - Per User Per Month
Maintenance Fees Maintenance Fees
- 18% of License Fees - 18% of License Fees
Professional Services Professional Services
- Time and Materials - Time and Materials
</TABLE>
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
BUSINESS MODEL
<TABLE>
<CAPTION>
<S> <C> <C>
September 2000 Target
Revenue
Product 57% 50%
Hosting / Maintenance 9% 30%
Service 34% 20%
Gross Margin 38% 60%
S&M 59% 15%
R&D 153% 15%
G&A 63% 5%
Operating Margin(1) (238%) 25%
</TABLE>
(1) Excludes Stock-Based Compensation and Amortization of Intangibles
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
METRICS FOR SUCCESS
- OPERATING
-- License & Hosting Growth / Services Growth
-- Growth in Footprint and Subscriber Base
- RELATIONSHIPS / CUSTOMERS
-- New Customer Wins
-- Customer Roll-outs
-- New Industry Verticals
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
SUMMARY HIGHLIGHTS
<TABLE>
<CAPTION>
<S> <C> <C>
724 Solutions Combined
Target Revenue `01 $50MM $75MM
Target Gross Margin `01 43% 46 - 48%
Target Time to Profitability Mid `02 Q1 `02
Headcount 487 652
Footprint (End Users) 190MM 270MM
</TABLE>
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
INTEGRATION MILESTONES
<TABLE>
<CAPTION>
<S> <C> <C>
Present Phase I Phase II
[There is an arrow running through the above headings in the direction of later phases]
- Integration Team in Place - Organization in Place - Unified Business
Processes
- Formal Integration - Combined Product - Common Support
Plan Offering Infrastructure
- Combined Product - Business Unit - Consistent Technology
Offering Defined Objectives Identified Platform
- Top 10 Priorities - Transition Plans - First Level Synergies
Documented Realized
- Branding Strategy - Interim Reporting
</TABLE>
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
STRATEGIC RATIONALE
- Creates Leading Player in Mobile Financial Services
-- Combined Customer Base Serves More Than 270MM Consumers
- Expands Addressable Market
- Accelerates Technology Roadmap
- Unparalleled Strategic Relationships
- Completes Global Reach
- Accelerates Profitability
Uniquely Positioned to
Monetize the Mobile Internet
[724 Solutions Logo] [TANTAU Logo]
<PAGE>
"MONETIZING THE MOBILE INTERNET"
[724 Solutions Logo] [TANTAU Logo]
The Leader in Secure Mobile Transactions
[724 Solutions Logo] [TANTAU Logo]
