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(a)(1)
OnDisplay, Inc.
To the Stockholders of OnDisplay, Inc.:
On May 21, 2000, Vignette Corporation entered into an Agreement and Plan of
Merger with OnDisplay for Vignette to acquire all of the outstanding shares of
OnDisplay common stock. After careful consideration, the members of the
OnDisplay board of directors, other than John Mandile who was excused from
participating, unanimously approved the merger agreement, determined that the
offer is fair to, and in the best interests of, OnDisplay stockholders and
recommend that OnDisplay stockholders accept the offer and tender their shares
pursuant to the offer. Mr. Mandile was excused from participating in the
meeting because of his pre-existing connections with Vignette.
In the offer, Vignette will exchange 1.58 shares of Vignette common stock
for each outstanding share of common stock of OnDisplay that is validly
tendered and not properly withdrawn. On May 19, 2000, the last full trading day
before the public announcement of the proposed merger, the last sale price per
Vignette common share on the Nasdaq National Market was $43.81 and the last
sale price per OnDisplay common share on the Nasdaq National Market was $52.25.
The exchange ratio for the offer represented a premium of over 30.0% on May 19,
2000.
On May 31, 2000, the last sale price per Vignette common share was $27.56
and the last sale price per OnDisplay common share was $46.00. You should
obtain current market quotations for Vignette and OnDisplay common shares
before making any decision on the merger.
The enclosed prospectus provides detailed information concerning Vignette,
OnDisplay, the offer and the merger. Please give all of the information
contained in the prospectus your careful attention. At the beginning of the
prospectus is a section entitled "Questions and Answers About the Proposed
Combination" which should answer many of your questions. You should carefully
consider the discussion in the section entitled "Risk Factors."
The offer and withdrawal rights will expire at 12:00 midnight, New York City
time, on June 29, 2000, unless extended. If you want to participate in the
offer, you will need to properly tender your shares prior to the expiration
date and time. Information on how to properly tender your shares is included in
the prospectus and you may call the Information Agent, MacKenzie Partners,
Inc., at (212) 929-5500 or toll free at (800) 322-2885 if you have any
questions.
We believe that the offer and merger represent a compelling opportunity to
enhance value for OnDisplay stockholders. We believe the offer and merger will
allow the combined companies to meet customer demand for a broad product
platform, increase their market presence and penetration and increase their
selling opportunity.
We appreciate your consideration of this matter.
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/s/ Mark Pine
Chairman and Chief Executive Officer
OnDisplay, Inc.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued pursuant
to the offer or passed upon the adequacy or accuracy of the enclosed
prospectus. Any representation to the contrary is a criminal offense.
The enclosed preliminary prospectus is subject to completion, is dated June 2,
2000, and was first mailed
to OnDisplay stockholders on or about June 2, 2000.
