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FILING PURSUANT TO RULE 425
FILER: EXCALIBUR TECHNOLOGIES CORPORATION
SUBJECT COMPANY: EXCALIBUR
TECHNOLOGIES CORPORATION
NO. 0-9747
Excalibur issued the following press release on May 1, 2000:
Company Press Release
Intel, Excalibur to Form Interactive Media Services Company
New Company to Offer Technologies to Produce and Securely Deliver Audio and
Video Content over the Internet
Note: Intel and Excalibur executives will host a teleconference to discuss the
details of this agreement and answer questions at 11:30 a.m. (PDT) on Monday,
May 1. Press and analysts interested in hearing about this announcement may call
into the teleconference by dialing 719/457-2661. A full recording of the
briefing can be accessed through May 5 by calling 719/457-0820. The passcode is
688823.
SANTA CLARA, Calif. & VIENNA, Va.--(BUSINESS WIRE)--May 1, 2000-- Intel
Corporation and Excalibur Technologies Corporation, a market-leading developer
of content management products, announced today that they have signed an
agreement to form a new company that will enable owners of branded high-value
content, such as sports and entertainment, to produce and securely sell their
audio and video content over the Internet.
The new company will offer a compelling, one-stop solution with key Internet
technologies.
Under the terms of the agreement, Intel will contribute its Interactive Media
Services division and invest $150 million in exchange for 60 percent of the new
company's equity. Intel will take a 49 percent position in the voting stock of
the new company and the balance of its investment in non-voting stock.
Excalibur will combine its entire business operations with those of the new
company, with Excalibur stockholders receiving 40 percent ownership in the new
company in exchange for their Excalibur stock. Excalibur shareholders will
receive one share of stock in the new company for each share they hold of
Excalibur.
Holders of 29 percent of Excalibur's outstanding voting stock have agreed to
vote in favor of the transaction. Other financial details were not disclosed
Today, compatible technologies and business models do not exist from one company
in a fully integrated way that enable branded, valuable content to be delivered
to subscribers over the Internet. The new company will seek to solve this
problem by combining Excalibur's market-
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leading content management technologies for producing valuable media archives
with Intel's patented technology for content protection.
This will enable new business models, such as subscription services, and provide
consumers access to a new class of branded interactive media, including some
content never before seen on the Internet - such as old newsreels, films, sports
highlights and television programs.
"We are combining key technologies to create the premier interactive media
services company that will provide branded content owners a means to retrieve
value from digital content," said Ronald J. Whittier, senior vice president and
general manager of Intel's Interactive Media Services.
"This new company's services will enable end users to interact with and enjoy
branded content they've never before had access to on the Web, and content
owners will be able to deliver their content knowing where it's going, who's
using it and how it's getting there," said Patrick C. Condo, president and CEO
of Excalibur. "We believe this new company will empower end users and content
owners as never before."
Excalibur is a leading supplier of intelligent software for indexing, searching,
retrieving and managing multimedia content.
It sells its RetrievalWare(R) advanced text search and retrieval product for end
user Intranet portal and eCommerce applications, and its Screening Room(R) video
content management product both as a standalone application and as a value-added
component of application service provider offerings.
Sales and support for the RetrievalWare and Screening Room product lines will
continue as a part of the new company operations, and will be augmented through
the addition of enhanced hosted services. Additionally, Excalibur's expertise
and technology in advanced video and data encoding, logging, indexing, and
search and retrieval capabilities will be contributed to the new company.
The transaction is subject to regulatory review, Excalibur stockholder approval
and other normal closing conditions. All other necessary corporate approvals
have been obtained by Excalibur and Intel. Completion of the transaction and the
new company's launch is expected in the third quarter of this year.
Ronald J. Whittier will resign from Intel to become chairman of the board and
CEO of the new company. Patrick C. Condo will become president and COO.
About Intel
Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products.
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Intel's Interactive Media Services, which is part of the Intel New Business
Group, is a service business that provides solutions to content customers and
broadcast networks as they deliver digital content to end users using the
Internet and emerging broadband environments. Additional information about Intel
is available at www.intel.com/pressroom.
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About Excalibur
Excalibur (NASDAQ:EXCA - news) is the world's leading developer of advanced,
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search-powered, multimedia software for intelligently accessing and utilizing
digital content, including text, images and video, over the Internet, intranets
and extranets.
Recognized for their accuracy, scalability and security, the Excalibur products
family includes Screening Room(R) for video content management applications,
RetrievalWare(R) for text-centric searching, WebExpress for online search
applications, Excalibur Internet Spider for multimedia web crawling, CDExpress
for CD publishing applications and the Visual RetrievalWare Toolkit for
developing image-based search applications.
Founded in 1980, Excalibur employs over 240 people worldwide. The company is
headquartered in Vienna, VA with offices, distributors and subsidiaries located
throughout the world.
This release contains forward-looking statements, which are based upon current
expectations or beliefs, as well as a number of assumptions about future events.
The reader is cautioned not to put undue reliance on these forward-looking
statements, as these statements are subject to numerous factors and
uncertainties, including without limitation, business and economic conditions
and growth in the computing industry and continued success in technological
advances, any of which may cause actual results to differ materially from those
described in the statements.
In addition to the factors discussed above, other factors that could cause
actual results to differ materially are discussed in Intel's and Excalibur's
most recent Form 10-Q and Form 10-K filings with the Securities and Exchange
Commission.
Intel and Excalibur plan to file a proxy statement/prospectus and other relevant
documents concerning the merger with the Securities and Exchange Commission (the
"Commission"). WE URGE INVESTORS AND STOCKHOLDERS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders will be able to obtain free copies of these documents at the
Commission's website at www.sec.gov.
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INVESTORS AND STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE MERGER.
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Intel, Excalibur and their respective officers and directors may be deemed to be
participants in the solicitation of proxies from Excalibur stockholders with
respect to the transactions contemplated by the merger agreement. Information
concerning the participants in the solicitation will be set forth in the proxy
statement/prospectus when it is filed with the Commission.
This document contains forward-looking statements, which are based upon current
expectations or beliefs, as well as a number of assumptions about future events.
The reader is cautioned not to put undue reliance on these forward-looking
statements, as these statements are subject to numerous factors and
uncertainties, including without limitation, business and economic conditions
and growth, continued success in technological advances, costs related to the
proposed merger, the inability to obtain governmental approval of the proposed
merger, substantial delay in the expected closing of the merger and the risk
that the business of the Interactive Media Services division of Intel and
Excalibur's businesses will not be integrated successfully, any of which may
cause actual results to differ materially from those described in the
statements. In addition to the factors discussed above, other factors that could
cause actual results to differ materially are discussed in Intel's and
Excalibur's most recent Form 10-Q and Form 10-K filings with the Commission.
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