<PAGE> 1
Filed by Spyglass, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Exchange Act of 1934
Subject Company: Spyglass, Inc.
Commission File No. 000-26074
Sunday March 26, 2000, 3:30 P.M. Eastern Time
Company Press Release
OPENTV AND SPYGLASS SIGN DEFINITIVE MERGER AGREEMENT
STRATEGIC TRANSACTION COMBINES LEADING PROVIDER OF
INTERACTIVE TELEVISION SOFTWARE WITH INTERNET PIONEER
COMBINED COMPANY WILL PROVIDE COMPREHENSIVE SOLUTION TO NETWORK OPERATORS,
BROADCASTERS AND MANUFACTURERS FOR TWO-WAY BROADBAND INTERACTIVITY
ENABLES OPENTV TO EXTEND ITS REACH INTO WIRELESS TELEPHONY
MOUNTAIN VIEW, CA, AND NAPERVILLE, IL, MARCH 26, 2000 -- OpenTV (Nasdaq
and Amsterdam Stock Exchange: OPTV) and Spyglass(R) Inc. (Nasdaq: SPYG) today
announced that they have signed a definitive merger agreement. This transaction
will combine a leading worldwide provider of interactive television software
with a leading provider of Internet products and services. The combined company
will provide a comprehensive solution to manufacturers, cable and satellite
television network operators, broadcasters and wireless operators around the
world as they face the challenge of moving from conventional, narrowband
broadcasting to broadband interactivity.
Combining the strengths of the two companies provides OpenTV the
ability to deliver the most compelling digital interactive television experience
to its customers and their viewers. This merger also provides OpenTV access to
Spyglass' customer base and the potential for additional revenue opportunities.
<PAGE> 2
As part of its overall growth strategy, OpenTV will now be able to leverage
Spyglass' technologies to expand into the burgeoning wireless communications
market.
A Compelling Combination
Jan Steenkamp, president and chief executive officer of OpenTV, said,
"By combining these two industry leaders and technology pioneers, we will drive
the future development of the digital interactive television and wireless
communications markets. OpenTV will deliver a complete -- and very compelling --
array of software solutions and services to network operators, broadcasters,
wireless operators and manufacturers at a time when digital interactive
television and broadband Internet connectivity are rapidly becoming a reality
around the world."
"OpenTV has become the worldwide leader in providing software for
digital set-top boxes that support a large number of interactive applications
without requiring a high-speed broadband connection," Mr. Steenkamp continued.
"With the combination of Spyglass' cutting-edge Device Mosaic technology and the
broadband market coming of age, we will expand our offering, allowing viewers
the ability to access the latest interactive and online functions such as Web
browsing, chat, e-mail, shopping and TV commerce."
"We also will be able to pursue new opportunities for additional
growth, initially by extending Spyglass' successful interactive television
technologies and professional services business," Mr. Steenkamp added. "In
addition, we intend to build on Spyglass' strong foundation in the wireless
communications market, where it already derives a significant amount of revenue
from professional services and licensing fees related to its state-of-the-art
Spyglass Prism content transformation platform."
Spyglass Prism is a server-based product that reorganizes and reformats
standard Web content to display on set-top boxes, mobile phones and other non-PC
devices. With the inclusion of this key-enabling
-2-
<PAGE> 3
technology and Spyglass' success in delivering a leading transformation platform
for Internet-enabled mobile devices, OpenTV will be well positioned to be a
leading provider of technologies and services for the wireless arena.
"With this transaction, OpenTV continues to extend our technologies to
incorporate those functions and features we see on the horizon that will be
important for our customers to offer their viewers," Mr. Steenkamp continued.
"For example, because both companies have a close relationship with Motorola's
Broadband Communications Sector (formerly known as General Instrument), we will
have an opportunity to work with Motorola to build the best possible interactive
platform for cable systems in the United States and to pursue new opportunities
in the wireless communications market."
Earlier this year, OpenTV announced a relationship with EchoStar intended to
bring personal video recording to the home with the inclusion of a feature on
the OpenTV system that will support hard drive recording. Now with Spyglass, the
company will have the ability to develop and integrate Web browsing features
into the OpenTV solution to enhance the viewer's interactive television
experience.
Doug Colbeth, chairman and chief executive officer of Spyglass, said, "We are
extremely excited about the opportunities that this merger creates for the
combined company. Combining two leading providers of interactive television
software and services will create an organization with all of the tools to be a
worldwide leader in providing applications and services that leverage the
content, communications and commerce capabilities of the Internet. The Spyglass
Board and I are very proud of the many accomplishments of our highly talented
and committed employees and we look forward to continuing this success as part
of the newly expanded OpenTV organization."
Spyglass has provided its technologies and consulting services to market-leading
companies including GTE, Microsoft, Motorola, NEC, Nokia and Sony.
-3-
<PAGE> 4
David Robinson, executive vice president of operations for Motorola Inc., said,
"We fully support this merger of two of our most innovative business partners.
The combined organization will have a strong team with leading-edge technologies
and comprehensive services. We look forward to continuing to work closely with
them to develop new interactive and online applications for television set-top
boxes as well as wireless communications devices."
Terms
Under the merger agreement, OpenTV will acquire all of Spyglass'
outstanding stock in a tax-free, stock-for-stock transaction. Spyglass
stockholders will receive 0.7236 OpenTV Series A Ordinary Shares in exchange for
each share of Spyglass common stock. Based on OpenTV's closing stock price on
March 24, 2000, the transaction has a value of $122.28 per Spyglass share and an
aggregate value of approximately $2.5 billion on a fully diluted basis. Spyglass
stockholders and option holders will receive approximately 15.0 million OpenTV
shares and own approximately 18 percent of the combined company's stock on a
fully diluted basis.
Jan Steenkamp will continue as president and CEO of OpenTV after consummation of
the transaction. Doug Colbeth, Spyglass chairman and CEO, will become executive
vice president, corporate development of a newly formed wireless communications
unit. Martin Leamy, Spyglass president, will become general manager of a newly
formed Consulting Services business unit.
This transaction, which has been unanimously approved by the Boards of Directors
of both companies, is subject to certain customary closing conditions, including
regulatory approvals and the approval of the stockholders of both companies, and
is expected to close within three to four months.
A conference call for the investment community is scheduled to take place at
10:30 a.m. Eastern Standard Time on Monday, March 27 and will be available for
broadcast on the Web at HTTP://WWW.V-CALL.COM.
-4-
<PAGE> 5
Merrill Lynch is financial advisor and Wilson Sonsini Goodrich & Rosati is legal
advisor to OpenTV for this transaction. Robertson Stephens is financial advisor
and Hale and Dorr LLP is legal advisor to Spyglass.
ABOUT OPENTV
OpenTV is the leading worldwide provider of software that enables
digital interactive television. OpenTV provides a complete end-to-end solution
for the development and delivery of interactive services via digital satellite,
cable and terrestrial broadcast. OpenTV set-top box software has been shipped
with or installed in more than 6.1 million digital set-top boxes worldwide. To
date, OpenTV software solutions have been selected by 25 television network
operators worldwide, including British Sky Broadcasting (BSkyB) in the United
Kingdom, TPS in France, Via Digital in Spain, Senda in Sweden, Stream in Italy
and EchoStar's DISH Network(TM) in the United States.
The OpenTV set-top box software is licensed to more than 25 digital
set-top box manufacturers, and OpenTV's authoring tools are licensed to more
than 100 independent developers and content and service providers. OpenTV is a
member of the Digital Video Broadcasting (DVB) project, CableLabs OpenCable
initiative, ATSC DASE, and JavaTV. OpenTV is a licensee of Personal Java(TM)
from Sun Microsystems.
OpenTV is supported by investments from nine leading Internet,
broadcast and broadband companies including America Online (NYSE: AOL), EchoStar
Communications (Nasdaq: DISH), General Instrument Corporation (NYSE: GIC),
Liberty Digital (Nasdaq: LDIG), News Corporation (NYSE: NWS), Time Warner (NYSE:
TWX) and Shaw Communications (NYSE: SJR) in addition to Sun Microsystems
(Nasdaq: SUNW), and MIH Limited (Nasdaq: MIHL).
Worldwide headquarters for OpenTV is located in Mountain View, Calif.,
with European operations in Paris, France, and London, England; and offices in
Seoul, South Korea; Tokyo, Japan; Beijing, China; and Sydney, Australia.
Information on OpenTV is available at www.OpenTV.com.
-5-
<PAGE> 6
ABOUT SPYGLASS INC.
Spyglass (Nasdaq: SPYG) is a leading provider of strategic Internet
consulting, software and professional services that enable content providers,
service operators and device manufacturers to capitalize on the potential of the
Internet. Market-leading companies using Spyglass solutions include GTE,
Microsoft, Motorola, NEC, Nokia, Sony, Thomson Consumer Electronics, WorldGate
and Xerox. Spyglass is headquartered in Naperville, Ill. and has regional
offices in Lexington, Mass.; Silicon Valley, Calif.; and London, England, along
with a wholly owned subsidiary in Tokyo, Japan. Visit http://www.spyglass.com
for more information.
Spyglass and the Spyglass logo are trademarks or registered trademarks
of Spyglass, Inc., in the United States and other countries. Mosaic is a
trademark of the University of Illinois. (Other technologies and brand names are
trademarks or registered trademarks of their respective companies.)
# # #
This press release contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based on the current expectations and beliefs of managements
of OpenTV and Spyglass 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, the following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: failure of the transaction to close due to the
failure to obtain regulatory or other approvals; failure of the OpenTV or
Spyglass stockholders to approve the merger; the risk that the OpenTV and
Spyglass businesses will not be integrated successfully and unanticipated costs
of such integration; failure of the combined company to retain and hire key
executives, technical personnel and other employees; failure of the combined
company to manage its growth and the difficulty of successfully managing a
larger, more geographically dispersed organization; failure of the combined
company to successfully manage its changing relationships with customers,
suppliers and strategic solution center customers; timely identification,
development, acceptance and pricing of new products and services and, in
particular, the risk that businesses and consumers may not deploy interactive
television and adopt the Internet for mobile commerce as rapidly as anticipated;
consummation of binding agreements with prospective business partners, the
ability to close and execute large multi-year contracts and the impact of
competitive products and services and pricing.
-6-
<PAGE> 7
For a detailed discussion of these and other cautionary statements,
please refer to the joint proxy statement/prospectus to be filed by both
companies as described below, as well as the companies' filings with the
Securities and Exchange Commission, especially in Spyglass' annual report on
Form 10-K for the year ended September 30, 1999 filed December 22, 1999 and in
OpenTV's Form F-1 Registration Statement filed on November 19, 1999, as amended,
and other documents periodically filed with the Securities and Exchange
Commission. The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
(C)1999 OpenTV, Inc. All rights reserved. OpenTV, OpenAuthor, OpenTV Runtime,
OpenStreamer and the OpenTV logo are trademarks or registered trademarks of
OpenTV, Inc. in the United States and other countries. Java and all Java-based
trademarks and logos are trademarks or registered trademarks of Sun
Microsystems, Inc. in the United States and other countries. All other
trademarks are the property of their respective owners.
All OpenTV products and services may not be available in all geographic areas.
OpenTV Corp., its officers and directors may be deemed to be
participants in the solicitation of proxies from OpenTV's shareholders with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in OpenTV's Form F-1
Registration Statement filed on November 19, 1999, as amended. This document is
available free of charge at the SEC website at www.sec.gov and from the OpenTV
Corp. contact listed below.
Spyglass, Inc. its officers and directors may be deemed to be
participants in the solicitation of proxies from Spyglass shareholders with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Spyglass' annual report on
Form 10-K for the year ended September 30, 1999 filed with the SEC on December
22, 1999. This document is available free of charge at the SEC website at
www.sec.gov and from the Spyglass contact listed below.
***
THIS PRESS RELEASE IS BEING FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT
OF 1933 AND DEEMED FILED PURSUANT TO RULE14A-12 UNDER THE EXCHANGE ACT OF 1934.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SALE OF SECURITIES.
SHAREHOLDERS OF SPYGLASS, INC. AND OTHER INVESTORS ARE URGED TO READ THE PROXY
STATEMENT-PROSPECTUS WHICH WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON
FORM F-4 TO BE FILED BY OPENTV CORP. IN CONNECTION WITH THE MERGER BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. AFTER SUCH DOCUMENT IS FILED, IT WILL BE
AVAILABLE FREE OF CHARGE ON THE SEC WEBSITE AT WWW.SEC.GOV AND FROM OPENTV CORP.
AND SPYGLASS, INC. THROUGH THE CONTACTS LISTED BELOW.
Contacts:
For SPYGLASS, INC.:
Amanda Ingalls
-7-
<PAGE> 8
Spyglass, Inc.
630-245-6512
[email protected]
Bruce Beerbower
Spyglass, Inc.
630-245-6656
[email protected]
FOR OPENTV CORP.:
Steve Polcyn
OpenTV
650-429-5498
[email protected]
Michael Freitag
Kekst and Company
212-521-4896
[email protected]
-8-
