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Filed by Kana Communications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Kana Communications, Inc.
Commission File No. 000-26287
ON FEBRUARY 7, 2000, KANA COMMUNICATIONS, INC., A DELAWARE CORPORATION, SILKNET
SOFTWARE INC., A DELAWARE CORPORATION, CMGI, INC., A DELAWARE CORPORATION, AND
CMGI@VENTURES, A VENTURE CAPITAL AFFILIATE OF CMGI, INC., JOINTLY ISSUED THE
FOLLOWING PRESS RELEASE:
P R E S S R E L E A S E
Press Contacts:
Krista Thomas Kyle F. Flaherty Jason Cigarran
CMGI & CMGI @Ventures Silknet Software Kana Communications
650-233-0333, ext. 25 603-625-0070 650-298-9282 ext. 8873
[email protected] [email protected] [email protected]
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CMGI @VENTURES EARLY STAKE IN SILKNET SOFTWARE TO CONVERT TO SUBSTANTIAL
POSITION IN KANA COMMUNICATIONS
Kana Communications and Silknet Software Merge to Form
Leading Provider of Customer-facing E-business Solutions
ANDOVER, MA and MENLO PARK, CA, February 7, 2000 - CMGI @Ventures, the venture
capital affiliate of CMGI, Inc. (Nasdaq: CMGI), the world's largest and most
diverse network of Internet companies, today welcomes the announcement of the
multi-billion dollar merger between one of its minority holdings, Silknet
Software, Inc. (Nasdaq: SILK) and Kana Communications, Inc. (Nasdaq: KANA). (See
related release, "Kana and Silknet Sign Landmark Multi-Billion Dollar Deal.")
With this merger, Kana will take online customer communications to a
new level by adding Silknet's comprehensive customer-facing e-business platform
and applications to Kana's existing solutions for marketing, sales and service.
Customer-facing applications are unique in that they allow customers, including
consumers, employees or partners, to view their relationship with an e-business
such as their preferences, support requests, sales questions and order status.
The combined company will extend its leadership position with a
combined customer list of approximately 450 leading e-businesses that includes
Microsoft, Williams-Sonoma, E*TRADE, and eBay.
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Under the terms of the proposed transaction, each outstanding share of Silknet
common stock will be exchanged for 0.83 shares of Kana common stock, which
represents a 21% premium over the average exchange ratio for the last 30 days.
After approval and closure of the merger, CMGI @Ventures' 16.1 percent stake in
Silknet Software becomes a 5.4 percent minority-ownership position in Kana
Communications, Inc.
"We are very pleased with the proposed merger. The resulting combined entity
will be a clear leader in the e-business communications software market" said
Guy Bradley, General Partner with CMGI @Ventures and Director for Silknet
Software. "E-businesses can now use one platform to manage customers and
partners through multiple contact channels, including outbound and inbound e-
mail, Web-based customer self-service, realtime messaging and voice over the
Internet -- revolutionizing how e-businesses relate to their customers.
At the forefront of the Internet revolution, CMGI and CMGI @Ventures
leverage both financial and intellectual capital to identify and develop the
businesses leading the new economy. With an impressive track record and a
proven business model that marries operations to investment, the combined firm
manages and invests in more than 60 leading Internet companies spanning content,
community, e-commerce and infrastructure disciplines. CMGI @Ventures' track
record includes successful Internet IPOs such as Lycos, GeoCities, Silknet,
Chemdex and Critical Path, as well as multiple strategic company sales.
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About Silknet Software, Inc.
Silknet Software, Inc. (Nasdaq: SILK) provides the industry's leading customer-
centric e-business applications and systems for Global 2000 and dot.com
companies such as Office Depot, Microsoft, Priceline.com, Beyond.com, Sprint,
Utility.com, Inacom and Bell Canada. Built from the ground up with Web
technologies and standards, Silknet's software allows companies to build strong
customer relationships through personalized marketing, sales, electronic
commerce and customer support services. Silknet's approach integrates all
customer interactions and data whether across the Web, by phone, through e-mail
or in person, providing the company's agents, partners and the customers with a
single view of their relationship. Silknet is headquartered in Manchester, N.H.,
with offices across North America and in Europe. Additional information can be
obtained on the World Wide Web at http://www.silknet.com or by calling Silknet
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at 603-625-0070.
About Kana Communications, Inc.
Kana Communications, Inc. (Nasdaq: KANA) is a leading provider of comprehensive
online customer communications solutions for marketing, sales and service. These
mission critical applications support multiple channels of online contact
including outbound and inbound e-mail, Web-based customer self-service, Web
forms, real-time messaging and voice over the Internet. The company has more
than 350 customers, including more than ten of the top twenty most visited sites
on the Internet. Kana is based in Redwood City, California, with offices
worldwide. For more information about the company, please visit Kana's web site
at http://www.kana.com or call Jason Cigarran at (650) 298-9282 ext. 8873.
About CMGI and CMGI @Ventures
With more than 60 companies, CMGI, Inc. (Nasdaq: CMGI) represents the largest,
most diverse network of Internet companies in the world. This network includes
both CMGI operating companies and a growing number of synergistic investments
through its venture capital affiliate,
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CMGI @Ventures. CMGI leverages the technologies, content and market reach of its
extended family of companies to foster rapid growth and industry leadership
across its network, and the larger Internet Economy. Compaq, Intel, Microsoft,
Pacific Century CyberWorks and Sumitomo hold minority positions in CMGI.
CMGI's majority-owned operating companies include Engage Technologies (Nasdaq:
ENGA), NaviSite (Nasdaq: NAVI), 1ClickBrands, 1stUp.com, Activate.net, AdForce,
Adsmart, AltaVista, CMGI Solutions, Equilibrium, Flycast, iCAST, Magnitude
Network, MyWay.com, NaviNet, SalesLink, Tribal Voice and ZineZone. The company's
venture capital affiliate, CMGI @Ventures, has ownership interests in Lycos,
Inc. (Nasdaq: LCOS), Critical Path (Nasdaq: CPTH), Silknet (Nasdaq: SILK),
Chemdex (Nasdaq: CMDX), MotherNature.com (Nasdaq: MTHR), Asimba.com,
AuctionWatch.com, Aureate Media, blaxxun, BizBuyer.com, Boatscape.com,
buyersedge.com, CarParts.com, CraftShop.com, eCircles.com, eGroups.com, EXP.com,
FindLaw, FoodBuy.com, Furniture.com, Gamers.com Half.com, HotLinks, Industria,
INPHO/HomePriceCheck.com, Intelligent/Digital, KnowledgeFirst, KOZ.com,
Mondera.com, MyFamily.com, NextMonet.com, NextOffice.com, NextPlanetOver.com,
Oncology.com, OneCore.com, PlanetOutdoors.com, Productopia, SnapFish.com, Speech
Machines, ThingWorld.com, Vicinity, Virtual Ink, Visto, Vstore and WebCT.
CMGI and CMGI @Ventures Corporate headquarters are located at 100 Brickstone
Square, Andover, MA 01810. Telephone: 978-684-3600. Fax: 978-684-3814. CMGI
@Ventures also has offices at 3000 Alpine Road, Menlo Park, CA 94028; 650-233-
0333. Additional information is available on the company's Web sites at
http://www.cmgi.com and http://www.ventures.com.
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# # #
Silknet eService, Silknet eBusiness Experience, Silknet eCommerce, Silknet
eSales and Silknet eBusiness System are trademarks of Silknet Software. All
other trademarks are the property of their respective holders. Kana
Communications, Kana and the Kana logo are trademarks of Kana Communications,
Inc.
This release contains forward-looking statements based on current expectations
or beliefs, as well as a number of assumptions about future events, and these
statements are subject to important factors and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. The forward-looking statements in this release address a variety of
subjects including, for example, the expected benefits resulting from the
proposed merger of Silknet Software and Kana Communications. The following
factors, among others, could cause actual results to differ materially from
those described in these forward-looking statements: the merger may not receive
necessary approvals or closing conditions may not be met such that the merger
may not occur, the combined companies may experience difficulties integrating
technologies, operations, and personnel, the merger may strain managerial and
operational resources as management tries to oversee the larger operations and
increased competition in the markets in which the combined entity will compete.
For a detailed discussion of these and other cautionary statements, please refer
to CMGI's filings with the Securities and Exchange Commission, including CMGI's
Annual Report on Form 10-K for the most recently ended fiscal year.
Cautionary Note Regarding Forward-looking Statements Under the Private
Securities Litigation Reform Act of 1995: Information in this release that
involves Kana's expectations, beliefs, hopes, plans, intentions or strategies
regarding the future are forward-looking statements that involve risks and
uncertainties. These statements include statements about Kana's strategies in
the marketplace, its market position and its relationship with customers. All
forward-looking statements included in this release are based upon information
available to Kana as of the date of the release, and we assume no obligation to
update any such forward-looking statement. These statements are not guarantees
of future performance and actual results could differ materially from our
current
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expectations. Factors that could cause or contribute to such differences
include, but are not limited to, the completion of the Silknet merger, and if
completed, the successful integration of Silknet, competition, increased
competition due to Kana's expanded product offering, risks associated with the
evolving and varying demand for customer communication software, our ability to
expand our operations, the successful integration BEI and NetDialog, acceptance
of email and the Internet as a communications medium, litigation over property
rights, and general economic factors. These and other factors are risks
associated with our business that may affect our operating results are discussed
in the Company's registration statement on Form S-1 declared effective by the
Securities and Exchange Commission ("SEC") on September 21, 1999 and our
quarterly reports on Form 10-Q filed with the SEC.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Kana plans to file a Registration Statement on SEC Form S-4 in connection with
the Merger, and Kana and Silknet expect to mail a Joint Proxy
Statement/Prospectus to stockholders of Kana and Silknet containing information
about the Merger. Investors and security holders are urged to read the
Registration Statement and the Joint Proxy Statement/Prospectus carefully when
they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about Kana, Silknet, the
Merger, the persons soliciting proxies relating to the Merger, their interests
in the Merger, and related matters. Investors and security holders will be able
to obtain free copies of these documents through the website maintained by the
U.S. Securities and Exchange Commission at http://www.sec.gov. Free copies of
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the Joint Proxy Statement/Prospectus and these other documents may also be
obtained from Kana by directing a request through the Investors Relations
portion of Kana's website at http://www.kana.com or by mail to Kana
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Communications, Inc., 740 Bay Road, Redwood City, CA 94063, attention: Jason
Cigarran, telephone: (650) 298-9282 ext. 8873.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Kana and Silknet file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). You may read and copy any reports, statements or other
information filed by Kana or Silknet either company at the SEC public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the
Commission's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. Kana's and Silknet' filings with the Commission
are also available to the public from commercial document-retrieval services and
at the Web site maintained by the Commission at http://www.sec.gov.
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Kana, its directors, executive officers and certain other members of management
and employees may be soliciting proxies form Kana stockholders in favor of the
issuance of Kana common stock in the merger. Information concerning the
participants in the solicitation is set forth in a Current Report on Form 8-K
filed on February 7, 2000.
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