<PAGE>
Filed by 724 Solutions 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 724 SOLUTIONS INC. WEBSITE:
NOVEMBER 29, 2000]
724 SOLUTIONS TO HOST ANALYST AND INVESTOR CONFERENCE CALL TO DISCUSS
ACQUISITION OF TANTAU SOFTWARE
TORONTO, CANADA AND AUSTIN, TEXAS NOVEMBER 29, 2000 - 724 Solutions Inc.
(NASDAQ: SVNX and TSE: SVN), will host a conference call Wednesday, November 29,
2000 at 4:30 p.m. (EST) to discuss its acquisition of TANTAU Software, a
provider of software and professional services that enable enterprises to
conduct high-volume, secure, mobile transactions.
Individuals within North America wishing to access the conference call should
dial 1-800-252-8302. Those individuals calling from outside North America should
dial 1-416-641-6708
TO LISTEN TO THE CALL ONLINE PLEASE CLICK HERE.
You will need the Real Audio Software to listen to this call online.
If you require this software, please CLICK HERE.
<TABLE>
<CAPTION>
TODAY'S CALL:
<S> <C>
WHAT: 724 Solutions Analyst Conference Call
WHEN: Wednesday, November 29, 2000 at 4:30 p.m. (EST) Participants
should dial-in no later than 4:20 p.m.
DIAL-IN NUMBER: 1-800-252-8302 (North America)
1-416-641-6708 for callers outside North America
PASSCODE: Conference ID number: 17100074
LIVE WEBCAST: Available at www.724.com
REBROADCAST Wednesday, November 29, 2000 immediately following the call
TIME: through Friday, December 1, 2000 at 5:30 p.m. (EST)
REBROADCAST 1-800-558-5253 (North America)
NUMBER: 1-416-626-4100 for callers outside North America
REBROADCAST Conference ID number 17104448 (North America)
PASSCODES: Conference ID number 17100074 for callers outside North America
</TABLE>
NEED TO READ THE PRESS RELEASE?
724 Solutions acquires TANTAU Software...
[See press release filed as part of Form 425 by 724 Solutions and
TANTAU Software on November 29, 2000.]
QUESTIONS?
ANSWERS TO FREQUENTLY ASKED QUESTIONS
BIOGRAPHY
JOHN SIMS
<PAGE>
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TANTAU SOFTWARE
724 SOLUTIONS TO ACQUIRE TANTAU SOFTWARE
--------------------------------------------------------------------------------
TRANSACTION SUMMARY:
<TABLE>
<CAPTION>
<S> <C>
Terms: 724 Solutions to issue 19 million(1) shares and options
Total Value: $375 million(2)
Ownership: 68% 724 Solutions / 32% TANTAU Software(3)
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 twelve members 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>
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 SOLUTIONS BOARD OF DIRECTORS CHANGE?
Yes. As part of the transaction, 724 Solutions 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
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 724 REQUIRED TO FILE A PROXY STATEMENT?
No, but 724 will file registration statements with the SEC to register the
shares to be issued at the closing and that are subject to stock options.
WHAT IS THE REGULATORY APPROVAL PROCESS?
The transaction is subject to customary closing conditions including compliance
with
<PAGE>
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.
WHAT IS THE CURRENT NUMBER OF EMPLOYEES FOR BOTH COMPANIES?
724 Solutions has approximately 490 employees and TANTAU Software has
approximately 175.
WILL THIS IMPACT 724'S TSE LISTING STATUS?
No. 724 Solutions will continue to be listed on the TSE and NASDAQ exchanges.
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>
GREG WOLFOND
CHAIRMAN & CEO
Greg has considerable experience in designing and
developing some of the world's best financial services
software applications. He is the Chairman and CEO of 724
Solutions Inc. as well as the owner of Blue Sky Capital
Corporation and a principal of Bayshore Capital
Corporation.
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 $4 million to $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 achievement award in 1995.
<PAGE>
CHRISTOPHER ERICKSON
PRESIDENT AND CO-FOUNDER
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
specializes 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 holds a number of senior positions with industry
associations. He is a director of the Washington D.C.
based Computer Law Association, Chairman of the
Electronic Commerce Subcommittee of the Investment Funds
Institute of Canada and a 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
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>
Biography of John Sims
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>
[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>
724 Solutions: TANTAU:
CheckFree Corporation Nokia
Openwave Compaq
Sun HP
Exodus Siemens
Mastercard Interwoven
Corillian Visa
Ericsson BEA
Siebel
724 Solutions and Tantau: 724 Solutions and Tantau:
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
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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
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"MONETIZING THE MOBILE INTERNET"
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The Leader in Secure Mobile Transactions
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