<PAGE>
Filed by 724 Solutions Inc. and 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
[724 SOLUTIONS LOGO] [TANTAU LOGO]
724 SOLUTIONS TO ACQUIRE TANTAU SOFTWARE
COMBINATION CREATES PREMIER GLOBAL PROVIDER OF INFRASTRUCTURE AND APPLICATION
SOFTWARE FOR FINANCIAL INSTITUTIONS, ENABLING SECURE MOBILE TRANSACTIONS
724 SOLUTIONS' CHAIRMAN AND CEO GREG WOLFOND TO BE CHAIRMAN; TANTAU
PRESIDENT AND CEO JOHN SIMS TO LEAD COMBINED COMPANY AS CEO
----------------------------------------------------
TORONTO, CANADA AND AUSTIN, TEXAS, NOVEMBER 29, 2000 - 724 Solutions
Inc. (NASDAQ: SVNX and TSE: SVN), a leading provider of Internet infrastructure
software enabling clients to offer secure online banking, brokerage and
e-commerce services across Internet-enabled wireless devices, and TANTAU
Software, Inc., a provider of software platforms that enable enterprises to
conduct high-volume, secure, mobile transactions, jointly announced today that
they have entered into a definitive agreement under which 724 Solutions will
acquire TANTAU in an all-stock transaction currently valued at approximately
$375 million on a fully diluted basis, based on 724 Solutions' closing stock
price on November 28, 2000.
Under the terms of the acquisition agreement, unanimously approved by
the Boards of Directors of both companies, 724 Solutions will issue 19 million
shares, including shares issuable upon the exercise of TANTAU options that will
be assumed by 724 Solutions. Upon completion of the transaction, 724 Solutions
shareholders will own approximately 68 percent of the combined company and
TANTAU shareholders will
<PAGE>
own approximately 32 percent, on a fully diluted basis. The transaction will be
accounted for as a purchase and is expected to close during the first quarter of
2001.
Founded by a core team from Tandem's High Performance Research
Center with unique experience in building high-scale mission critical
transaction based systems, TANTAU Software is a privately held company with a
leading integrated platform enabling enterprises to conduct high volume,
secure mobile transactions. TANTAU's current customers are primarily blue
chip financial services institutions, including Barclays, Chase Manhattan
Bank, Commerzbank, Credit Suisse Group, MeritaNordbanken, the New Zealand
Stock Exchange, Rabobank International, and SE Banken. Headquartered in
Austin, Texas, the company has a total of 175 employees in sales and
development offices throughout Europe, the United States, Australia, and
Japan, with significant engineering operations in Germany, Switzerland and
Finland. Investors in TANTAU include Nokia, Hewlett Packard, Compaq, Chase
Capital Partners and General Motors Investment Management.
Through this acquisition, 724 Solutions expects to enhance its position
as a premier worldwide provider of highly scalable infrastructure and
application software enabling secure mobile transactions through
Internet-enabled wireless and consumer electronics devices. TANTAU's established
presence in Europe significantly complements 724 Solutions' strong customer base
in North America, which includes BBVA Bancomer, Bank of America, Bank of
Montreal, ClarityBank.com, Citigroup, Hanvit Bank, Key Corp, Wachovia and Wells
Fargo. The companies' combined customers serve approximately 272 million
consumers worldwide.
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. As a part of the transaction,
four directors will be added to 724 Solutions' Board from TANTAU, including John
Sims. 724 Solutions will maintain executive offices in Toronto, Canada and
Austin, Texas.
724 Solutions and TANTAU are seeking to substantially improve their
combined operating performance and add additional customers worldwide. Combined,
the
<PAGE>
companies will have cash and equivalents in excess of $200 million,
providing a strong platform for further growth.
"By bringing together these two highly complementary companies we
expect to significantly accelerate 724 Solutions' business plan and path to
profitability and position the company to drive and capitalize more rapidly on
the increasing demand among financial institutions, merchants and other
enterprises for scalable wireless infrastructure," said Wolfond. "Together, we
have a strong, global footprint, a high-caliber, complementary customer base,
top industry talent, and the ability to offer superior solutions across a
single, secure platform. We expect to play a significant role in the growth of
mobile transactions - which analysts expect to grow to approximately $21 billion
over the next four years in the United States alone, compared to an estimated
$29 million in 2000."
"This combination brings together two leading providers of applications
and infrastructure for secure mobile transactions into one strongly positioned
global company poised to monetize the mobile Internet," said Sims. "With very
little overlap between our companies, we expect a seamless integration, and we
expect to begin capitalizing quickly on our combined strengths. Together, our
customer base clearly distinguishes us as the leading provider of end-to-end
wireless transaction solutions in the financial services sector - a major driver
behind the adoption of wireless Internet technology - and provides tremendous
opportunities as we continue to build aggressively on our position in this
sector. We plan to leverage the combined size and scale of the businesses and
our strategic OEM and reseller relationships to drive the growth of mobile
transactions into additional vertical applications."
Sims has 23 years of experience in the telecommunications and software
industries. Prior to founding TANTAU in February of 1999, he served as chief
operating officer of SCC Communications Corp., a provider of advanced
telecommunications, where he was instrumental in managing the company's growth,
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 executive level positions including vice president and general manager
of Tandem's worldwide telecommunications
<PAGE>
business. He served on the board of directors of various Tandem subsidiaries and
joint venture companies including software company joint ventures in Singapore
and China.
Commenting on the appointment of Sims as CEO of 724 Solutions, Wolfond
said, "John brings a tremendous track record for driving growth and generating
profitability in the software solutions business. He is clearly the ideal choice
to lead our team as we take our combined company to the next level."
The transaction is subject to customary closing conditions including
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. The
parties expect that approximately 17 million shares of the 19 million total
shares subject to the merger will be issued at the closing. The remainder will
be subject to options assumed by 724 Solutions.
724 Solutions will host a conference call to discuss the acquisition of
TANTAU Software today at 4:30 p.m. (EST). The conference call will be accessible
via the World Wide Web at http://www.724.com.
ABOUT TANTAU
TANTAU Software Inc. is a global provider of software and professional services
that enable enterprises to conduct high-volume, secure, mobile ecommerce
transactions while maintaining direct access to their customer. Headquartered in
Austin, Texas, TANTAU is a global company with development and sales offices
around the world, including Australia, Finland, Germany, Japan, the Netherlands,
Switzerland, the United Kingdom and the United States. More information can be
found on TANTAU's Web site at www.tantau.com.
ABOUT 724 SOLUTIONS INC.
724 Solutions is the premier Internet infrastructure solutions provider to
financial institutions, enabling them to offer personalized and secure mobile
banking, investment, and commerce services across a wide range of
Internet-enabled wireless and consumer electronic devices. The company provides
end-to-end customer support through its global application hosting and contact
center services. 724 Solutions' customers comprise world-class financial
institutions whose combined customer bases total more than 180
<PAGE>
million consumers. 724 Solutions' common shares are listed on the NASDAQ
National Market (SVNX) and The Toronto Stock Exchange (SVN). Headquartered in
Toronto, Canada, the company has offices in London, Paris, San Francisco, Santa
Clara, Sydney, and Tokyo. Its subsidiary Spyonit.com is based in Chicago. For
additional information visit www.724.com.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROSPECTUS REGARDING THE BUSINESS
COMBINATION TRANSACTION REFERENCED HEREIN, WHEN IT IS FILED BY 724 SOLUTIONS
INC. AND BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF THE
PROSPECTUS AND OTHER DOCUMENTS FILED BY 724 SOLUTIONS AND TANTAU SOFTWARE WHEN
THEY BECOME AVAILABLE WITH THE SECURITIES EXCHANGE COMMISSION AT THE
COMMISSION'S WEB SITE AT WWW.SEC.GOV. THE PROSPECTUS AND SUCH OTHER DOCUMENTS
MAY ALSO BE OBTAINED WITHOUT CHARGE FROM 724 SOLUTIONS BY DIRECTING YOUR REQUEST
TO: MONICA ZAIED AT [email protected]
FORWARD LOOKING STATEMENTS
This press release contains statements that are forward-looking as that term is
defined by the United States 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 operating performance; the growth in demand for the
companies' products; and, the growth in mobile transactions, are based on
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; 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; demand by financial institutions
and consumers for mobile banking and brokerage services; competitive products
and pricing, any ability of 724 Solutions and TANTAU to offer enhanced product
offerings; any ability that we may have to manage and grow our expanding
international operations, and other factors. Readers are referred to 724
Solutions' report filed with the Securities and Exchange Commission on Form
20-F, and
<PAGE>
its filings furnished to the Securities and Exchange Commission under cover of
Form 6-K.
<TABLE>
<CAPTION>
CONTACTS:
---------
<S> <C>
724 SOLUTIONS INC. TANTAU SOFTWARE, INC.
Ray McManus (Media) Brooke Bulow (Media)
724 Solutions Inc. TANTAU Software (U.S.)
(416) 228-8191 (516) 306-4206
[email protected] [email protected]
Hugh Burns/Andrew Cole (Media) Misty Zelent (Media)
Citigate Sard Verbinnen Lois Paul & Partners
(212) 687-8080 (512) 638-5315
[email protected] [email protected]
[email protected]
Sion Roberts (Media)
Monica Zaied (Investors) TANTAU Software (Europe)
724 Solutions 44-1727-884-952
(416) 228-2369 [email protected]
[email protected]
Jessie Hennion (Media)
Brodeur Worldwide
(671) 587-2843
[email protected]
</TABLE>
# # #
