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FILING PURSUANT TO RULE 425 OF THE SECURITIES ACT
OF 1933 AND RULE 14(a)-12 OF THE SECURITIES
EXCHANGE ACT OF 1934
FILER: EXCALIBUR TECHNOLOGIES CORPORATION
SUBJECT COMPANY: EXCALIBUR
TECHNOLOGIES CORPORATION
NO. 0-9747
The following material was used in connection with a meeting with certain
stockholders of Excalibur Technologies Corporation on May 10, 2000.
Question and Answer:
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Q1 What is the revenue for the Interactive Media Services division? What is the
revenue projection for the new company? Is Excalibur's current revenue
projection of $50M on track?
A1 Fees and revenues for Interactive Media Services for the past 12 months were
approximately $2 million. Excalibur's revenues for the last fiscal year were
approximately $38 million. It is Excalibur's policy not to comment on any
revenue projections. It is too early to give revenue projections for the
combined company. We are working with current Intel customers to get these
accounts and contracts transferred to the new company. If successful, these
contracts will provide a material contribution to the combined company's
revenues.
Q2 How does Intel justify the value of the Interactive Media Services division?
Q2 RON - The Interactive Media Services business is home to a number of valuable
assets including people, technology, intellectual property, resources,
customers, and associations. Therefore, the value is really a function of the
capabilities that these assets provide.
PAT INTERJECT - Ron is exactly right. Excalibur's strengths are in
multimedia content management. Intel's Interactive Media Services business
provides the capabilities for protecting high value content in an internet
setting. In considering this transaction we looked at the relationships,
resources, types of customers and cash needed to gain market segment share, and
looking at similar companies in this market segment, we could not identify
anyone else who could fulfill all our needs and a complete set of complementary
solutions as does Intel.
Q3 Why didn't Intel just acquire Excalibur?
A3 We felt that keeping the new business a separate public entity allowed us the
flexibility to move at a much faster pace. Time to market is key in this market
segment. Plus we felt that this structure was optimal for employee motivation
and retention.
Q4 Does the Interactive Media Services business have a website?
A4 No. This business was formed only about a month ago by combining 3 separate
business units. We expect to have a website in the near future.
Q5 What's been the response from others in the industry?
A5 So far we have talked with a number of customers, downstream distributors and
infrastructure players and the input has been positive to date. We are
continuing to engage in these discussions to derive maximum support for the new
company.
Q6 What do you plan to do with your cash, including Intel's $150M?
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A6 We are working on finalizing our business plan so it is too early to
speculate on specific uses of this cash. It is our intention to be the market
leader in the interactive media services market segment and we will use this
cash to best meet this objective.
Q7 When do you expect to be profitable?
A7 It is too early to tell; our focus will be to use the combined assets of the
new company to try and become the market leader in this exciting and fast
growing market segment. Keep in mind that because this transaction will be
accounted for using the purchase accounting method, we will have significant
goodwill associated with the deal that will be amortized over time. Also the
company intends to grant options to employees at attractive prices in order to
attract and retain key employees. This will result in incremental expenses.
Q8 How will you be profitable?
A8 The business model going forward in the interactive media services area is
rapidly changing and we feel we have time to market advantages with the
combination of Intel's Media Services division and Excalibur. This is expected
to be a $16 billion market in 2004 and our goal is to be the market leader. We
believe no other company is currently positioned to provide as comprehensive a
set of solutions and products in this area. In the short term most of the new
company's revenues will derived from product licenses, however over time
services, both fee and revenue sharing, are expected to become a more
significant part of our business.
Q9 Will Intel sales force help the new company attract additional customers?
A9 Yes, although we have no formal arrangements with the Intel sales force, we
hope to maintain a cooperative working relationship with them, which could
provide customer leads.
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. and upon oral or written request to
Excalibur Technologies Corporation, 1921 Gallows Road, Suite 200, Vienna,
Virginia 22182, Attention: Investor Relations (telephone number (703) 761-3700.
INVESTORS AND STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE MERGER.
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
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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.
