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Filed by SPSS Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Commission File Number: 000-22194
Subject Company: SPSS Inc.
The following communication contains forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. References made in the following, in particular, include
statements regarding future financial and operating results and the proposed
SPSS/ShowCase merger.
Such statements are based on management's current expectations or beliefs and
are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. In particular, market conditions and the combined company's ability
to achieve material cost savings in the merged business could cause actual
results to differ materially from those described in the forward-looking
statements.
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THE FOLLOWING PRESS RELEASE WAS DISSEMINATED BY SPSS INC.
ON NOVEMBER 7, 2000
SPSS Inc. to acquire ShowCase Corp.
Strategic acquisition expands sales channels, boosts professional services
expertise, increases customer base and strengthens financial position
CHICAGO --11/07/00 - In yet another move to bolster its position in the market
for analytical customer relationship management (CRM) solutions, SPSS Inc.
(Nasdaq: SPSS) signed an agreement to purchase ShowCase Corp. (Nasdaq: SHWC), a
leading provider of enterprise intelligence solutions. SPSS officials cite
ShowCase's sales channel, professional services expertise, business intelligence
(BI) technology, middle market customer base and complementary organization as
reasons for the acquisition. Subject to review by regulatory agencies and
shareholder approval, this transaction would be the third completed by SPSS in
as many years to strengthen its position in this rapidly growing marketplace and
its largest acquisition to date.
The parties expect to conclude the acquisition in the quarter ending March 30,
2001 as a pooling of interests in which SPSS will issue one of its shares for
every three shares of ShowCase common stock. Based on the price of SPSS on
November 6, the transaction would be valued at approximately $94 million.
According to published estimates, the newly combined entity would have revenues
of approximately $210 million in 2000. SPSS management expects the acquisition
to be non-dilutive in 2001 with revenue growth of between 21 and 23 percent.
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"SPSS is a leader in analytical solutions which enable organizations to develop
more profitable customer relationships," said Jack Noonan, SPSS president and
CEO. "and we expect this key acquisition to move SPSS ahead in the marketplace,
faster. ShowCase adds to the number of capable people we have selling and
implementing our analytical solutions, broadens our technology, opens us to a
new, solid customer base, brings new management talent and improves our cash
position."
Noonan continued, "The analytical CRM marketplace is growing rapidly, by at
least 50 percent per year, so we must move quickly to increase our share of it.
We are making good progress on internal efforts to transform our sales force,
expand our professional services capacity and scale our technology. We are
augmenting these efforts with critical acquisitions, like our 1998 purchase of
Integral Solutions Ltd. (ISL), which brought us data mining know-how and
technology, and our 1999 acquisition of Vento Software, which brought us
business performance measurement technology and essential professional services
expertise. ShowCase can be another important contributor to developing our
analytical CRM capabilities. As a result, we expect this acquisition to be a key
factor in continuing the rapid growth of our analytical solutions business."
ShowCase develops data repository tools and business intelligence solutions for
the middle market, comprised of companies and divisions with 500 to 5,000
employees. The company has historically delivered solutions operating on AS/400
computing systems but has recently broadened its offerings to run on the Windows
NT platform as well. The AS/400 and Window NT are computing systems for mid-size
businesses.
ShowCase STRATEGY is the company's complete solution for data storage and
business intelligence. ShowCase also provides the ShowCase Enterprise
Information Portal (EIP), an integrated Web content management and business
intelligence solution that helps companies solve their strategic business
information needs. More than 2000 customers in 50 countries throughout the world
use ShowCase solutions.
"This agreement benefits all the main stakeholders: customers, shareholders and
employees," said Ken Holec, president and CEO of ShowCase. "Combining the
strengths of ShowCase and SPSS will accelerate our delivery of CRM analytic
solutions, bringing more products to customers and prospects just as the CRM
Analytics and AS/400 markets are poised for explosive growth. A history of
strong balance sheets and earnings, paired with this future market growth
potential, will greatly benefit our shareholders. And our customers can now add
the predictive capabilities of SPSS data mining to the measurement capabilities
of ShowCase analytics. Employees will enjoy pooling expertise and resources to
deliver better solutions faster and will benefit from greater career
opportunities in a larger organization. The interaction of the organizations
will be facilitated by a common culture that values employee innovation and
dedication."
"SPSS has wisely recognized that the most prudent method for establishing strong
positions in emerging markets is to leverage existing technologies with
complementary people, institutional knowledge and tools from other companies,"
said Robert Moran, Aberdeen Group research vice president and managing director.
"This acquisition is evidence that the company is continuing to
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round out its technology suite and smoothing the transition for current and
future customers for analytical CRM and related disciplines."
"SPSS and ShowCase have complementary capabilities, market focus and
technologies," said Noonan. Underscoring that point, he elaborated upon the
following synergies between the companies:
- Both SPSS and ShowCase are historically strong in the retail, manufacturing
and consumer packaged goods vertical markets. The newly combined company will
also go to market through other SPSS vertical business units:
telecommunications, healthcare, banking, finance, insurance, market research and
the public sector.
- ShowCase's professional services expertise in data access and extraction
(ETL) provides the know-how for building data repositories, a critical element
within analytical CRM solutions and an area that the current SPSS professional
services organization is working to develop.
- Complementary organizations mean that SPSS can augment its staff in key
areas. In particular, ShowCase employees with enterprise sales experience will
join and significantly expand the SPSS field sales force, including the addition
of a number of sales engineers. This acquisition will increase the size of the
SPSS enterprise sales staff by roughly 60 percent.
- Today there is very little data mining penetration in the middle market. The
ShowCase customer base and target market represents a large opportunity for SPSS
analytical solutions and data mining products.
- ShowCase's business intelligence reporting suite , when combined with SPSS
prediction capabilities, delivers both historical and future views of customers
and their behavior. The newly combined company will offer various combinations
of reporting and predictive modeling capabilities based upon proprietary
technology and combined with technology from strategic partners, such as
Hyperion Solutions, whose Essbase for the AS/400 product is marketed by ShowCase
today.
Mark Battaglia, SPSS executive vice president, corporate marketing, noted, "In
addition to increasing our professional services capacity, this acquisition
strengthens CustomerCentric, our flagship analytical CRM solution, by adding
technology that extends the current offering. ShowCase augments our current ETL
capabilities with specialized technology for certain computing platforms. With
Hyperion's Essbase, we expect to add scalable enterprise reporting to
CustomerCentric and extend the benefits of analytics to more people. And, with
the addition of Xpedio content management, we will be able to more fully support
marketing campaigns by storing and delivering personalized content, such as
product information and offers, in real-time based on the predictive models
created by our data mining software."
Battaglia continued, "Because of the previous partnering arrangement we had with
ShowCase, we learned of important ways our technologies could combine to yield
additional benefits. For example, Showcase's reporting technology can add
functionality to various SPSS data mining and statistical analysis products,
while SPSS deployment technology can add a new dimension to
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Showcase's BI reporting offerings. We look forward to providing more details
about our joint product plans after the deal is completed."
The acquisition also expands the SPSS customer base in the middle market, where
the company can capitalize on the rapid rate at which AS/400 users are adopting
business intelligence solutions. According to Dataquest, the market for business
intelligence software for the AS/400 platform is currently at $1.9 billion and
will measure $7.0 billion by 2002. SPSS products currently run on the AS/400
compatible AIX and Windows NT platforms and work is underway to make these
products available on the AS/400 in native mode.
"This is great news for the market," said Jeff Rodek, CEO of Hyperion. "Both
SPSS and ShowCase offer solutions that enable organizations to get more
information out of their data - and this merger will enhance and expand those
solutions. Hyperion has strong existing relationships with both organizations
and we look forward to extending our alliance with the combined company. We are
expecting to aggressively expand our referral relationship for sales
opportunities and to have SPSS use Hyperion Essbase in a range of applications.
In addition, we are looking at incorporating SPSS data mining technology into
our OLAP engine."
The total number of employees for the combined company will be almost 1300.
These additions will fill key openings at SPSS and include members of ShowCase's
sales, marketing, development and professional services staff, as well as key
management personnel.
"Along with providing these additions of human capital, customers, and
technology, the ShowCase acquisition should also positively affect our financial
performance," said Edward Hamburg, SPSS Inc. Chief Financial Officer. "They have
a great balance sheet and recently re-established an impressive rate of revenue
growth. The combined company could have almost $30 million in cash even after
absorbing transaction and restructuring costs, which would give us additional
operational flexibility and opportunities for growth. We would further benefit
from the higher top-line growth, perhaps pushing us over the 20 percent mark in
2001 and approaching 25 percent as early as 2002.
"Our primary task will be to expand upon Showcase's return to profitability and
integrate them to work within our operating model," Hamburg stressed.
"Sufficient synergies and cost savings appear to exist to enable us to meet
current published earnings estimates for 2001; extended analysis indicates that
this acquisition could become accretive in the following year."
SPSS will host a conference call to discuss the contents of this news release on
Tuesday, Nov. 7, 2000 at 3:00 p.m. CST. To participate, call (800) 967-7184 in
the U.S. and (719) 457-2633 internationally. A replay will be available from
Nov. 7 through Nov. 14, 2000. To listen to the replay, call 888/203-1112 in the
U.S. or 719/457-0820 internationally. Use confirmation code, 564644 to access
the replay. The live call and replay can also be accessed online at
www.spss.com/invest.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: Safe Harbor for forward looking statements: The statements in this news
release relating to anticipated revenues and whether the transaction will be
non-dilutive involve known and
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unknown risks and uncertainties, which may cause the combined company's actual
results in future periods to be materially different from any performance
suggested in this release. Such factors may include, but may not necessarily be
limited to, the ability to achieve material cost savings in the merged business
and market conditions. Also, SPSS' ability to integrate SPSS' and ShowCase's
operations can have an impact on financial performance. In the context of
forward-looking information in this news release, reference is made to the
discussion of risk factors detailed in SPSS' and ShowCase's filings with the
Securities and Exchange Commission during the past 12 months.
ABOUT SPSS INC.
SPSS Inc. enables organizations to develop more profitable customer
relationships by providing analytical solutions that discover what customers
want and predict what they will do. The company delivers analytical solutions at
the intersection of customer relationship management and business intelligence.
SPSS analytical solutions integrate and analyze market, customer and operational
data in key vertical markets worldwide including: telecommunications, health
care, banking, finance, insurance, manufacturing, retail, consumer packaged
goods, market research and the public sector.
Headquartered in Chicago, SPSS has more than 40 offices, over 900 employees and
1999 revenues of $142 million. The company also has won the following awards:
No. 77 on Forbes 2000 list of the "200 best small companies" and as the 22nd
most profitable company on the Nasdaq exchange by Equities magazine; 1999 World
Class Solution award in business intelligence and named "best decision support
system for business intelligence" in the 1999 RealWare award competition; No. 14
in DM Review's 1999 Data Warehouse Top 100; placed No. 16 on the 2000 Softo
letter 100, a ranking of the top 100 personal computer software companies in the
United States; and No. 115 in the 2000 Software 500, a ranking of the world's
largest software vendors by Software Magazine; listed on Working Mother
magazine's 100 Best Companies for Working Mothers for 2000. For more
information, visit www.spss.com.
ABOUT SHOWCASE CORPORATION
ShowCase Corporation provides Enterprise Intelligence solutions to help
companies discover and seize business opportunities in an evolving global
marketplace. ShowCase offers the first integrated Web content management and
business intelligence solution to help companies solve their strategic business
information needs. Through a worldwide team, ShowCase offers reporting and
analytic solutions in areas such as financial management and customer
relationship management (CRM). The ShowCase Web site can be found at
www.ShowCasecorp.com
Hyperion and Essbase are registered trademarks of Hyperion Solutions Corp.
Contact:
SPSS Inc.
Susan Kalell, 800/525-4980
[email protected]
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or
ShowCase Corp.
MaryEllen Hartigan, 847/685-6557
[email protected]
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This does not constitute an offer of securities. SPSS and ShowCase will be
preparing a joint proxy statement/prospectus in connection with the proposed
merger and will be filing such joint statement/prospectus with the Securities
and Exchange Commission as soon as practicable. WE URGE INVESTORS TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors and stockholders of both companies may obtain a
free copy of the joint statement/prospectus and other documents filed with the
Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained by directing
a request to SPSS Inc., 233 South Wacker Drive, Chicago, Illinois 60606,
Attention: Secretary, telephone: (312) 651-3000. READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
