<PAGE> 1
Filing by Intel Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Excalibur Technologies Corporation
Commission File No.: 0-9747
On May 10, 2000, Excalibur Technologies Corporation began to use the following
materials for certain presentations.
Excalibur &
Intel's Interactive Media Services
Presentation to Excalibur Shareholders
<TABLE>
<S> <C>
Pat Condo President / CEO Excalibur
Ron Whittier Senior VP Intel
Gerry Parker Executive VP Intel
</TABLE>
May 10, 2000
This presentation contains forward-looking statements, which are based upon
current expectations or beliefs, a 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, 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 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 these 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
<PAGE> 2
Form 10-K filings with the Commission.
(C) 2000 Intel/Excalibur
INTEL, EXCALIBUR TO FORM INTERACTIVE
MEDIA SERVICES COMPANY
SANTA CLARA, Calif. and VIENNA, Va., 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 49 percent of the equity in the new
company in the form of voting stock and the balance 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-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 newsreel films sports highlights and television programs.
sports highlights and television programs.
(C) 2000 Intel/Excalibur
What's Behind This?
The interactive media
services opportunity:
$16B in 2004*
(C) 2000 Intel/Excalibur *Source: Kagan & Associates
Broadband Penetration
[GRAPH]
1998 1999 2000 2001 2002 2003
Broadband Penetration of US Internet Households
2% 4% 9% 14% 21% 28%
20% of US Homes by '02 Source: IDC, 10/99
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(C) 2000 Intel/Excalibur
The Web is Moving to Interactive Video with Data
Number of
Projected Users - Over 150M computers are video ready.
[GRAPH] - Estimated 45M using streaming media
monthly
Source: IDC, 10/99
(C) 2000 Intel/Excalibur
The Opportunity
- - Enable branded media content to be made available over the internet
- - Provide secure infrastructure for return on valuable branded content
- - Initially target sports, music, and movie market segments
(C) 2000 Intel/Excalibur
- Mission
Be THE leading supplier of interactive media services to
the Internet economy
Building The New Company:
Excalibur Technologies Corp.
- - Video and image content management
- - Text indexing system
- - 230 people worldwide
- - An established business
- $38M last year
- 400+ customers
- Industry relationships
(C) 2000 Intel/Excalibur
Building The New Company:
Intel's Interactive Media Services
- - Extensive media/entertainment industry relationships
- - Broad set of technical capabilities: Video + data, security, content
protection
- - Intellectual property assets: 10 patents & more than 45 technology licenses
from Intel
- - Technical resources in key areas: offers to 60+ people, mostly software and
engineering
(C) 2000 Intel/Excalibur
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Building The New Company:
Intel's Interactive Media Services
(continued)
- - Three internet business units combined to form Interactive Media Services
- - Significant customers in focus market segments
- - Experienced management team
- - Strong collaborative programs with Intel divisions (Architecture Labs,
Online Services, Intel Capital)
(C) 2000 Intel/Excalibur
Building the New Company:
The New Company
- - Broad set of industry relationships
- - Deep technical capabilities: almost a decade of relevant R&D
- - Ten patents and 45+ technology licenses from Intel
- - Excalibur video and text management systems
(C) 2000 Intel/Excalibur
Building the New Company:
The New Company (continued)
- - Approximately 300 employees worldwide with excellent balance
- - Experienced management team, technical and business
- - Strong sales channels with access to over 400 customers and all major
media senior management
- - Time to market advantage in aggregating services
- - $160 million in working capital
Combined resources needed to be an
Interactive Media Services market leader
(C) 2000 Intel/Excalibur
Positioning the New Company
[GRAPHIC]
Content Companies Service Developers
[GRAPHIC]
New Company Services
- - Acquisition/Indexing
- - Asset Management/Interactive Content Creation
- - Business Model Support
- - Content (scalable) Distribution Svcs.
[GRAPHIC]
Distribution Channels
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. Akamai
. Ibeam
. Digital Island
. Broadcast
[GRAPHIC]
Last Mile ISP Portals
. AOL
. @Home Cable
. DSL
. S6Kbps
[GRAPHIC]
Consumers Businesses
(C) 2000 Intel/Excalibur
Example: Sports League with
Interactive Content
Acquisition/Encoding/Indexing
[GRAPHIC]
Content captured, indexed, archived
Asset Management/Interactive Content Creation
[GRAPHIC]
Content retrieved, edited, augmented, pre-processed
Business Model Support
[GRAPHIC]
Content protected, edge distributed, eCommerce outsourced
Interactive Media Distribution
[GRAPHIC]
Content packages delivered as PPV or advertiser-supported presentations
(C) 2000 Intel/Excalibur
Competitive Landscape
Acquisition/Encoding/Indexing
[GRAPHIC]
Loudeye
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Sonic Foundry
Media Site
Virage
Verity
Asset Management/Interactive Content Creation
[GRAPHIC]
Media Site
Virage
IXL
Razorfish
Business Model Support
[GRAPHIC]
Intertrust
MS/Xerox
Liquid Audio
Interactive Media Distribution
[GRAPHIC]
Softcom
Broadstream.com
No competitor offers the complete solution
(C) 2000 Intel/Excalibur
Summary of Excalibur plus Intel's
Interactive Media Services Merger
Combined the two entities will have the people, technology, resources,
customers, associations, and the vision to win a leading position in the
Interactive Media Services Market.
We are excited about this opportunity
(C) 2000 Intel/Excalibur
<PAGE> 7
Intel and Excalibur plan to file a joint 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
JOINT 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.
INVESTORS AND STOCKHOLDERS SHOULD READ THE JOINT 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 their stockholders with
respect to the transactions contemplated by the agreement and plan of
reorganization. Information concerning the participants in the solicitation will
be set forth in the joint proxy statement/prospectus when it is filed with the
Commission.
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, 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 Intel's 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.
