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Filed by Intel Corporation Pursuant
to Rule 425 and Rule 14(a)-12 under
the Securities Act of 1933
Subject Company: Intel Corporation
Commission File No.: 000-6217
The following is a script first used on September 13, 2000 during a
press conference concerning the transaction between Intel Corporation and NBA
Media Ventures, LLC described in the press release issued by Intel Corporation,
Excalibur Technologies Corporation and NBA Media Ventures, LLC.
INTEL-CONVERA AND NBA AGREEMENT
QUESTIONS AND ANSWERS
SEPTEMBER 13, 2000
BACKGROUND
Intel and the National Basketball Association (NBA) announced today that they
have entered into an agreement whereby Intel and the NBA will develop and
distribute interactive NBA content, including enhanced broadband programming and
interactive game broadcasts. The initial products to be developed under the
agreement will enable users to access daily customized NBA and WNBA highlights
and classic moments through NBA.com, WNBA.com and the leagues' 45 team Web
sites.
Intel will assign the agreement to Convera Corporation, a new company it is in
the process of forming with Excalibur Technologies. As part of today's
announcement, the NBA will receive 10 percent equity stake in Convera and NBA
Commissioner David Stern will join Convera's Board of Directors. The
Intel-Excalibur deal is subject to regulatory approval and is expected to be
completed later this fall. Today's agreement is also subject to regulatory
review and the approval of the NBA's Board of Governors.
Convera's technologies and services will be used to create an end-to-end
solution for the NBA and other customers to deliver their high-value content
online. This agreement represents one of the first significant deals of its kind
with a major entertainment provider and a major technology company and will
enable a new class of services and Internet products for sports enthusiasts and
basketball fans worldwide.
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POSITIONING:
This agreement represents one of the first significant deals of its kind with a
major entertainment company and a major technology company. The NBA and the
Convera Corporation will be on the cutting edge of delivering premium content on
the Internet in a secure fashion. With Intel and Excalibur Technologies and the
NBA's outstanding sports content, a whole new class of products and services
will become available, significantly enhancing the online experience for
Internet users worldwide.
KEY MESSAGES
- This agreement represents one of the first significant deals of its kind
with a major content provider and a major technology company and will
enable a new class of services and Internet products for basketball fans
worldwide.
- NBA is joining Intel and Excalibur in their new company venture, taking an
equity stake in Convera and adding Commissioner David Stern to the Board of
Directors.
- Convera and the NBA will provide users with what we believe will be a new
level of interactive media such as daily-customized highlights and classic
footage available on demand from the NBA's vast archives. The agreement
with Intel will enhance the NBA's leadership in delivering innovative
products to its fans.
- This is a significant commitment by the NBA, with the NBA taking an equity
stake in Convera Corporation and Commissioner David Stern joining the
Convera Board of Directors.
- This agreement combines industry-leading technology with a pillar of the
sports world to bring exciting new content and services to consumers.
QUESTIONS AND ANSWERS
INTEL-NBA DEAL
Q1: What did Intel and the NBA announce today?
A1: Intel and the National Basketball Association announced that they have
signed an agreement whereby Intel's Interactive Media Services division and
Excalibur, through Convera Corporation, will provide services and technologies
to develop and distribute interactive NBA content, including enhanced broadband
programming and interactive game broadcasts, over the Broadband and Internet
platforms. The NBA is also joining Intel and Excalibur in their new company
venture, taking an equity stake in Convera and adding Commissioner David Stern
to the Convera Board of Directors.
Q2: What are the terms of the deal?
A2: The agreement is a multi-year deal in which Intel, and after the
combination, Convera, will provide technology and services and the NBA will
provide its content and marketing ability for the distribution and sale of NBA
Products to NBA fans and business partners.
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Q3: What products will be offered?
A3: In the near term, products will include NBA game highlights and access to
the NBA's extensive video archives online. Long term products (1-2 years out)
will include television broadcast enhancements, where additional information is
added to the broadcast signal, and enhanced game feeds where video and data is
integrated.
Q4: When will real time broadcasts appear on the Internet and how many games
will be broadcast?
A4: The full slate of technologies required for this activity is at least one
year away. Once technologies enabling such broadcasts with quality, scalability
and dependability are available we expect to broadcast enhanced game feeds on
the digital platform.
Q5: How much investment is expected over the course of this deal?
A5: The parties are committing significant tangible and intangible assets to
this deal, but we are not disclosing details.
Q6: Why did the NBA select Intel and Convera for this?
A6: The NBA was looking for a solid technology partner with a history of
innovation and success.
Q7: Why is Intel making this announcement instead of Convera?
A7: Negotiations began on this agreement with Intel's Interactive Media Services
division prior to the announcement of the Intel-Excalibur agreement. The
agreement with the NBA was signed prior to the completion of the Intel-Excalibur
transaction and we felt it was important to disclose it. After the formation of
Convera is complete later this fall, Intel will assign the NBA agreement to
Convera. The NBA deal is still subject to regulatory approval and approval by
the NBA Board of Governors.
Q8: Is Convera just a division of Intel?
A8: No. Intel and Excalibur are forming a Convera Corporation as a new publicly
traded company.
Q9: What kind of revenue do you expect with Convera and when?
A9: It is too early to predict revenues.
NBA
Q10: Why did Intel select the NBA for this deal?
A10: The NBA has been progressive, innovative and motivated to be at the
forefront of technology developments. The NBA has an enormous quantity of
high-quality content that has tremendous global appeal. The content is data
intensive and subject to both constant renewal and national and international
interest. Its real time data feeds will facilitate the creation of new products.
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Q11: Why is the NBA taking an equity stake in Convera?
A11: The NBA believes Convera, with its compelling technologies and services,
has excellent prospect to create value for content companies. As a shareholder,
the NBA will share in any value creation.
Q12: Is this an exclusive deal with Intel/Convera?
A12: The NBA will use Convera technologies and services to create a defined set
of products during the course of a multi-year deal.
Q13: Does this deal represent any issues between the NBA and the major networks?
A13: This transaction is entirely consistent with the NBA's present distribution
arrangements and positions the NBA to enhance those arrangements in the future.
Q14: Does this mean that the NBA is turning its back on broadcast and cable as
the key delivery mechanism?
A14: Not at all. We are preparing for the technologies of the future that will
complement existing forms of distribution. This is about harnessing a new medium
that is just emerging, to provide a higher level of service to a specific
audience. We don't foresee a day when the migration of programming moves
completely away from broadcast and cable TV.
Q15: Is this going to be a subscription product?
A14: We expect to create very compelling products. We expect some of the
products to be advertising supported, some subscription, some on-demand, but we
have not made a final determination. We anticipate using a mix of different
models.
Q16: What do you mean by premium content?
A16: Personalized NBA highlights, selected historical NBA content, and real time
enhanced game broadcasts (when available). As a benefit of this agreement, the
user and viewer experience in the future will be vastly different than it is
today. Its what you want, when you want it. A user will be able to pick and
chose and customize his or her experience.
Q17: Is the NBA worried about security?
A17: This is an important reason for this transaction. The NBA takes protection
of its IP assets very seriously, protecting them through both legal means and
with technologies. Intel's tamper resistant content protection technology, which
will become part of the technology offerings of Convera, represents a key
element to the NBA's solution.
Q18: Aren't you concerned about the quality of Internet video?
A18: A variety of strategies will be deployed to offer high quality video.
Q19: What kind of revenues do you expect from this deal?
A19: This deal represents a new frontier, with new products not currently in the
market. As such it is too early to predict revenues.
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Q20: How will this deal impact NBA Players?
A20: We expect that there will be new revenues from this deal. When the NBA
creates basketball-related income, players benefit.
INTEL-EXCALIBUR/CONVERA CORPORATION
Q21: When will Intel and Excalibur close on the new company?
A21: Later this fall
Q22: In addition to Mr. Stern, who has been designated as Board members of
Convera Corporation?
A22: Current designees to the Convera Board include Gerry Parker, Andy Bryant
and Ronald Whittier from Intel, Patrick Condo from Excalibur, and Herbert Allen
from Allen and Company. This will not be finalized until the agreement with
Intel and Excalibur is closed later this fall. In addition, Convera expects to
name an additional outside director.
Q23: What specific technologies will Intel/Convera deliver as part of this
agreement?
A23: There are a variety of products and services Convera brings to the
agreement which are necessary to deliver high value content online in a secure
fashion, enabling elements like pay per view. Geographical blocking is important
to the NBA. Other technologies and services will include media indexing and
searching technologies which allow fans to interact with products; tamper
resistant software that allows the content to be protected(enabling Pay-per-view
and subscription business models), and content distribution management that
allows the final product to be distributed through any pipes or content delivery
networks to a variety of digital receivers.
Q24: What did Intel bring and what did Excalibur bring to the Convera deal?
A24: Intel is contributing its Interactive Media Services Division, its patented
content protection technology, and key expertise in advertising and e-commerce
services, and subscriber and distribution management. Excalibur is a
market-leading software company in the online content search and retrieval
market segment.
Q25: What other deals are you working for Convera?
A25: We're continuing to work with potential customers in both the sports and
entertainment worlds as well as corporate customers, and we anticipate other
announcements in the future.
Q26: Does Convera intend to do other equity deals with major customers, content
providers?
A26: Convera's strategies with other content providers will follow general
business principles, investing as appropriate in the best interests of its
shareholders.
Q27: Will Intel or Convera make other deals with Major Sports Leagues?
A27: The technologies and services offered by Convera are compelling. We expect
that other sports leagues will want to put their premium content into the
digital environment and that they will consider using Convera as a provider.
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Q28: How does the future Convera compare to companies like Broadvision,
Vignette, ATG?
A28: Convera is a content management company focused on media, which will work
well in environments like Broadvision and Vignette.
Q29: Why did Intel's Internet Media (Streaming) Services recently negotiate a
deal with Virage, an Excalibur competitor?
A29: Intel Internet Media Services (IMS), not to be confused with the
Interactive Media Services group becoming part of Convera, intends to work with
a number of solution providers that will help IMS deliver a solution that best
meets their needs. The agreement with Virage is not exclusive.
Q30: Will Intel's Internet Media (Streaming) Services compete with Convera?
A30: Potential competition would be shaped by complex and constantly changing
market factors or opportunities for each company. We anticipate that there will
be opportunities for the two companies to work together, and there may be places
where the two companies could compete.
Intel and Excalibur have filed 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 FILED WITH THE
COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
stockholders are 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 is
set forth in the joint proxy statement/prospectus that has been 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
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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.
