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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
MEMO
TO: OnDisplay customers, partners and investors
FR: Mark Pine, Chairman & CEO, OnDisplay, Inc.
RE: VIGNETTE/ONDISPLAY COMBINATION DELIVERS INDUSTRY'S MOST
COMPREHENSIVE E-BUSINESS SOFTWARE PLATFORM
Since 1998, Vignette Corporation and OnDisplay, Inc. have been development and
marketing partners, teaming to provide joint e-business solutions to dozens of
customers in both the business-to-business (B2B) and business-to-consumer (B2C)
industries. Now, the two companies have announced their intent to merge,
creating the industry's most comprehensive software platform for delivering end-
to-end e-business solutions. Many of you have been asking what the integration
of these two companies has to offer the market, and what the integration of our
product lines will mean to you. This document attempts to address these issues
at the business and product levels. Specific, architecture-level information
will be forthcoming over the next several months.
Quite simply, the marriage of Vignette and OnDisplay creates a powerhouse
software platform that delivers e-business solutions for three critical
functions: presentation, information management, and collaboration. At the
presentation level, Vignette delivers customer-facing applications for
information management, personalization and delivery. At the information
management level, Vignette provides content management, while OnDisplay provides
content aggregation and delivery capabilities. And at the collaboration level,
OnDisplay provides powerful information exchange and integration technologies to
automate the flow of information into and out of e-business trading networks.
The comprehensive Vignette and OnDisplay solution set will deliver what both
companies call truly "collaborative commerce," consisting of:
. The industry's first end-to-end platform for trading networks and
e-marketplaces.
. Collaboration capabilities for rapidly coordinating transactions among
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customers, enterprise systems, partners, and e-marketplaces, from back office
to back office.
. Information management applications for the gathering and management of
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product specifications, inventory status detail, and other critical
information.
. Presentation applications for the dynamic customization and personalization
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of information for customers, suppliers, distributors and partners.
Leveraging the combined Vignette/OnDisplay suite, companies will be able to
eliminate the time-consuming, costly and risk-fraught chore of stitching
together point solutions from a variety of vendors to build collaborative
trading networks with suppliers, distributors, partners and customers. As a
result, these companies can slash their time-to-market for productive e-business
solutions, while they reduce the load on
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their IT and consulting resources. And because Vignette/OnDisplay solutions are
open-architecture technologies that are flexible and adaptable to work with a
wide variety of e-business formats, protocols, and processes, these companies
can leverage their existing e-business technology investments at the same time
they dynamically adapt to the needs of their trading partners.
The industry's only end-to-end eBusiness solution
The combination of Vignette's V/5 suite and OnDisplay's B2B infrastructure
software will create the industry's most comprehensive offering for companies
serious about building their businesses online. Specifically, the combined
solution will include:
. V2B Services: A suite of services that support rapid development,
configuration, reuse, and adaptation of e-business applications.
. V/5 Applications: A suite of integrated products that provides
personalization, content management, campaign management, customer analysis,
syndication and multi-channel communications capabilities.
. Vignette Application Foundation: A high-level application foundation for
creating and managing modular eBusiness applications.
. V/5 eBusiness Platform: An open and scalable high-performance architecture.
. Content Aggregation: CenterStage(R) eContent captures and transforms diverse
content from heterogeneous sources, including HTML, XML, flat file, database,
and application-based data.
. XML Server: XMLConnect(TM) connects a company to its trading partners for
secure, guaranteed XML business document exchange.
. B2B Integration: CenterStage eBizXchange exchanges business transaction
information between a company and its trading partners.
. Enterprise Application Integration: CenterStage eIntegrate integrates
internal business applications.
OnDisplay products to be available through 2000 directly from OnDisplay
The Vignette and OnDisplay product lines are currently independent and
complementary, and will continue to be so in the future. The companies will sell
and support their respective separate product suites through the end of 2000.
Each CenterStage product will be available as a standalone product, or
optionally as part of the integrated CenterStage suite, through Q4 2000,
directly from OnDisplay. Existing OnDisplay customers will continue to receive
maintenance, support, education, and consulting services from OnDisplay
Professional Services team members. Beginning in Q1 2001, Vignette will begin
selling and supporting CenterStage products as part of the Vignette suite. Once
the expanded suite is available, Vignette will honor all existing OnDisplay
maintenance and support commitments. OnDisplay customers will continue to
receive their support, education and consulting services from OnDisplay
Professional Services team members.
Please note that the completion of the merger is subject to the successful
completion of Vignette's exchange offer for the outstanding stock of OnDisplay
and other customary closing conditions.
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This letter contains "forward-looking statements" (as defined under federal
securities law) regarding the planned merger of Vignette and OnDisplay. The
actual events, including the ability of the companies to close the merger and
complete the integration of the two entities, may differ materially and
adversely from those discussed in this press release. Factors that may cause
such a difference include, without limitation, the failure of the stockholders
to tender the requisite number of shares, the failure to satisfy the closing
conditions to the offer or the merger set forth in the merger agreement, adverse
fluctuations in stock prices, potential litigation, and other risks associated
with acquisitions, such as difficulties in integrating operations. There can be
no assurance that the merger will be completed on the intended schedule, or at
all, or that the combined entities will be able to realize the intended
benefits. For additional information about factors that could affect the
businesses of Vignette or OnDisplay, see the documents filed by the companies
with the United States Securities and Exchange Commission.
Who to contact for more information
The Vignette and OnDisplay management teams understand that customers, partners
and investors will continue to have questions about the integration of the two
companies and of the two product lines, some of which have not been answered in
this document. For more information on the merger and its impact on your
relationship with Vignette or OnDisplay, contact the following professionals:
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Vignette and OnDisplay customers contact: Your local sales representative
Vignette partners contact: Mike Humphries VP Business Development
Vignette Corporation
(650)620-5005, [email protected]
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OnDisplay partners contact: Chris Stark, VP Business Development
OnDisplay
(925)480-2075, [email protected]
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Vignette investors contact: Kellie Nugent
Vignette Corporation
(512)306-4541, [email protected]
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OnDisplay investors contact: Tod Bottari
Demer IR Counsel
(925)938-2790 x235, [email protected]
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We urge investors and security holders to read the following documents
regarding the exchange offer and the merger, because they contain important
information:
- Vignette's preliminary prospectus, prospectus supplements, final prospectus,
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.
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://www.sec.gov. These
documents are also available 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.
