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Filed by OnDisplay, Inc.
Subject Company: OnDisplay, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 000-28455
VIGNETTE AND ONDISPLAY ANNOUNCE COMMENCEMENT OF VIGNETTE'S EXCHANGE OFFER
Austin, TX and San Ramon, CA, June 2, 2000 - Vignette Corporation (Nasdaq:
VIGN) and OnDisplay, Inc. (Nasdaq: ONDS) announced today that Vignette, through
a wholly owned subsidiary, has commenced its previously announced exchange offer
for shares of OnDisplay common stock.
OnDisplay's board of directors has voted to recommend that OnDisplay's
stockholders accept the offer in which Vignette will exchange 1.58 shares of
Vignette common stock for each outstanding share of OnDisplay common stock that
is validly tendered and not properly withdrawn.
The offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on June 29, 2000, unless extended.
OnDisplay stockholders are urged to read the prospectus and the
solicitation/recommendation statement relating to the offer and the merger.
These documents contain important information. OnDisplay stockholders can
obtain these documents, as well as the Vignette documents that are incorporated
by reference in the prospectus, for free at the Securities and Exchange
Commission's web site at http://sec.gov. These documents are also available
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from Vignette without charge upon request to its information agent, MacKenzie
Partners, Inc., 156 Fifth Avenue, New York, NY 10010, (212) 929-5500 or call
toll free (800) 322-2885.
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1. About Vignette Corporation
Vignette Corporation is the leading supplier of eBusiness applications.
Vignette's products enable businesses to create and extend relationships with
prospects and customers and ease high-volume transaction exchanges with
suppliers and partners, all of which enhances customer satisfaction. Vignette
powers more than 600 leading eBusinesses. Headquartered in Austin, Texas,
Vignette Corporation has offices located throughout Europe, Asia, and in
Australia and can be found on the Web at http://www.vignette.com .
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About OnDisplay
OnDisplay is a leading provider of B2B infrastructure software applications for
powering next-generation e-business sites. OnDisplay's CenterStage product suite
enables customers to increase their online selling effectiveness and extend
their trading networks to suppliers and e-marketplaces. OnDisplay has provided
critical B2B infrastructure software and services to such e-business pioneers as
W.W. Grainger, Alta Vista's Shopping.com, Intelisys, Travelocity.com,
OrderTrust, TPN Register, MicroWarehouse, FASTXchange.com, PurchasePro.com,
Harbinger.net, Aspect Development and more. The company has strategic
relationships with leading industry players including Ariba, BroadVision,
Commerce One, Harbinger, IBM, Intelisys, Manugistics, Microsoft, Sterling
Commerce and Vignette. Founded in 1996, OnDisplay is a public company traded on
the Nasdaq in the United States under the symbol ONDS. Headquartered in San
Ramon, California, OnDisplay can be reached at 1-800-508-8800 and at
http://www.ondisplay.com.
We urge investors and security holders to read the following documents,
regarding the exchange offer and the merger (described above), because they
contain important information:
- Vignette's prospectus, prospectus supplements, and tender offer material.
- Vignette's Registration Statement on Form S-4 and Schedule TO containing or
incorporating by reference such documents and other information.
- OnDisplay's Solicitation/Recommendation Statement on Schedule 14D-9.
These documents and amendments to these documents will be filed with the United
States Securities and Exchange Commission. When these and other documents are
filed with the SEC, they may be obtained free at the SEC's web site at
www.sec.gov. You may also obtain for free each of these documents (when
available) from Vignette by directing your request to Kellie Nugent, Manager,
Investor Relations of Vignette at [email protected] or 512-306-4541, or from
OnDisplay by directing your request to Debbie Demer of Demer IR Counsel at
[email protected] or 925-938-2678.
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