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Filer: Hewlett-Packard Company
Pursuant to Rule 425 under the Securities
Act of 1933 Commission File No. 001-04423
[LOGO] HEWLETT-PACKARD COMPANY
[LOGO] BLUESTONE SOFTWARE, INC.
On October 24, 2000, Hewlett-Packard Company and Bluestone Software, Inc.
issued the following press release:
HP to Acquire Bluestone Software
XML and Mobile Technologies Bolster Internet Infrastructure
Offerings
PALO ALTO, Calif. & PHILADELPHIA--(BUSINESS WIRE)--Oct. 24,
2000--Hewlett-Packard Company (NYSE:HWP - news) and Bluestone Software, Inc.
(Nasdaq:BLSW - news) today announced the companies have reached a definitive
agreement under which HP will acquire Bluestone in a stock-for-stock
strategic transaction. Bluestone is a leading provider of Internet software
platforms, tools and technologies for business-to-business,
business-to-consumer and mobile Internet transactions.
With this acquisition, HP significantly expands its Internet software
portfolio by adding Bluestone's acclaimed J2EE and XML application servers
and tools -- enabling customers to develop and deploy applications and
services that take advantage of the emerging services-based computing model.
HP's existing Internet software portfolio includes integrated service
management (OpenView), security software (Praesidium), quality of service
provisioning (WebQoS), high availability software (MC/ServiceGuard),
voice-enabling technologies (OpenCall), Internet service tracking and billing
solutions (Smart Internet Usage); as well as e-services integration
technologies such as e-speak and Changengine.
Bluestone's software will become the integrating platform for HP's current
software offerings and will serve as the core of HP's next-generation
software strategy by leveraging the combined platform's advanced XML,
e-services and mobile technology capabilities.
Under the terms of the agreement, Bluestone shareowners will receive 0.2433
pre-split shares of HP common stock for each share of Bluestone common stock.
The transaction is expected to be accretive in
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HP's fiscal year 2001 on a cash EPS basis. The transaction is intended to be
tax-free to Bluestone's shareowners and to be accounted for as a purchase.
The completion of the transaction is subject to closing conditions and the
approval of Bluestone shareowners. Upon completion of the transaction,
Bluestone will become a wholly owned subsidiary of HP.
Bluestone's standards-based J2EE and XML application server technology, along
with the industry's first Java-TM- transaction service, will form the core of
HP's middleware offering. With this solution, customers will be able to
develop, integrate, deploy, and manage J2EE and XML applications and services
across the enterprise, across trading community partners, and across
interactions and transactions with customers using mobile appliances and
devices. HP Consulting will develop a set of implementation and integration
services in support of Bluestone's technologies.
"A new generation of Internet software is being developed to help companies
participate in the emerging services-based model of computing," said Bill
Russell, vice president and general manager of HP Software and Solutions
Organization. "By adding Bluestone's technologies to our portfolio, we're
enabling our customers to capitalize on this next wave of business and
technology transformation."
"Bluestone has been the technology leader in the Web application server
market for the last two years," said P. Kevin Kilroy, chairman and CEO of
Bluestone Software, "And in July, through our acquisition of Arjuna
Solutions, we became the leader in the new world of distributed Internet
transactioning -- technology essential to ensuring the integrity of Internet
initiated transactions. By joining HP, we add new capabilities to our
technology suite and dramatically expand our reach through HP's world-class
sales, services and support organization."
"No one else can offer customers what Bluestone and HP together bring to the
emerging e-services marketplace," added Kilroy. "With this acquisition, HP
will be able to offer customers a complete, flexible, technology-leading
platform for Internet applications and services."
About Bluestone
Bluestone-Registered Trademark- Software, Inc. is a leader in business-to-Web
and wireless technologies. Companies deploying e-business
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applications, like Avnet, Food.com, Planalytics, Reliance National, and Time
Inc., rely on Bluestone's Total-e-Business-TM- platform to provide
comprehensive e-business platforms, Internet-class infrastructures, and
robust integration services that e-business success demands.
Bluestone is headquartered in Philadelphia, Pennsylvania. For more
information, please visit http://www.bluestone.com.
About HP
Hewlett-Packard Company -- a leading global provider of computing and imaging
solutions and services -- is focused on making technology and its benefits
accessible to individuals and businesses through simple appliances, useful
e-services and an Internet infrastructure that's always on.
HP has 86,000 employees worldwide and had total revenue from continuing
operations of $42.4 billion in its 1999 fiscal year. Information about HP and
its products can be found on the World Wide Web at http://www.hp.com/.
Note to Editors: Java is a U.S. trademark of Sun Microsystems, Inc.
This news release contains forward-looking statements that involve risks,
uncertainties and assumptions. All statements other than statements of
historical fact are forward-looking statements. Risks, uncertainties and
assumptions include the possibility that the market for the sale of certain
products and services may not develop as expected; that development of these
products and services may not proceed as planned; and other risks that are
described from time to time in HP's and Bluestone's Securities and Exchange
Commission reports, including but not limited to HP's annual report on Form
10-K for the year ended Oct. 31, 1999, Bluestone's annual report on Form 10-K
for the year ended Dec. 31, 1999, and subsequently filed reports. If any of
these risks or uncertainties materializes or any of these assumptions prove
incorrect, HP's or Bluestone's results could differ materially from HP's or
Bluestone's expectations in these statements. Neither HP nor Bluestone intend
to update these forward-looking statements.
Investors and security holders of both HP and Bluestone are advised to read
the proxy statement/prospectus regarding the proposed merger when it becomes
available because it will contain important information about the
transaction. The proxy
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statement/prospectus will be filed with the Securities and Exchange
Commission by HP and Bluestone. Investors and security holders may obtain a
free copy of the proxy statement/prospectus when it is available and other
documents filed by HP and Bluestone with the Securities and Exchange
Commission at the Securities and Exchange Commission's Web site at
http://www.sec.gov/. The proxy statement/prospectus and these other documents
may also be obtained for free from HP and Bluestone.
Bluestone and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Bluestone's stockholders
with respect to the transactions contemplated by the merger agreement.
Information regarding such officers and directors is included in Bluestone's
Proxy Statement for its 2000 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on March 24, 2000. This document is
available free of charge at the Securities and Exchange Commission's Web site
at http://www.sec.gov/ and from Bluestone.
Contact:
HP
Nam Lamore, 408/447-8782
[email protected]
or
Bluestone Software
Susan D'Elia, 650/344-1260
[email protected]
This document is being filed pursuant to Rule 425 under the Securities Act of
1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
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