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Filed by Intel Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Intel Corporation
Commission File No.: 000-6217
Intel Corporation and Excalibur Technologies Corporation issued the following
press release on May 1, 2000.
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
COMMUNICATIONS MUST TAKE PLACE ONLY THROUGH INTEL INTEGRATION MANAGER
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 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-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,
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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. Whitter 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. Intel's Interactive Media
Services, which is a part of the Intel New Business Group, is a service business
that provides solutions to the 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) is the world's leading developer of advanced,
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.
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.
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