<PAGE> 1
Filed by Harbinger Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Harbinger Corporation
Commission File No. 0-26298
[PEREGRINE SYSTEMS LOGO]
We Make e-Business Work
Robinson Humphrey
29th Annual Institutional Conference
April 10-12, 2000
Jim McCormick
Chief Financial Officer
Harbinger Corporation
James M. Travers
President and CEO
Harbinger Corporation
Steve Gardner
President and CEO
Peregrine Systems, Inc.
<PAGE> 2
[PEREGRINE SYSTEMS LOGO]
James M. Travers
President & CEO
Harbinger Corporation
<PAGE> 3
Forward-Looking Statements
The foregoing presentation contains "forward-looking" statements about
the expectations, beliefs, plans, intentions and strategies of both Peregrine
and Harbinger and, assuming the merger is completed, the combined companies. The
ability of either Peregrine, Harbinger, or the combined companies to achieve
their planned business objectives involve many risks and uncertainties.
Forward-looking statements relating to expectations about future events or
results are based upon information available to Peregrine and Harbinger as of
today's date. Neither Peregrine, Harbinger, or the combined companies assume any
obligation to update any of these statements. These statements are not
guarantees of the future performance of either Peregrine, Harbinger, or the
combined companies. The actual results of Peregrine, Harbinger, or the combined
companies could differ materially from current expectations. Factors that could
cause or contribute to these differences include the companies' ability to
complete the transaction and, if completed, their ability to integrate
Peregrine's and Harbinger's respective business. In addition, both Peregrine and
Harbinger have made numerous prior acquisitions, may make future acquisitions,
and face additional risks associated with the integration of these acquisitions.
The revenues and earnings of both Peregrine and Harbinger are, and the revenues
and earnings of the combined companies will be, subject to a number of factors
that make estimation of its future operating results extremely uncertain. These
factors include competition; increased competition due to each party's expanded
product offerings; risks associated with the evolving and varying demand for
each company's software products; the ability of Peregrine, Harbinger, and the
combined companies to expand their operations; acceptance of e-mail and the
Internet as a communication medium; litigation, including litigation over
intellectual property rights; and general economic factors. The risks associated
with Peregrine's business are discussed in Peregrine's Annual Report on Form
10-K for the year ended March 31, 1999, which was filed with the Securities and
Exchange Commission in June 1999, and in Peregrine's subsequent quarterly
reports on Form 10-Q filed with the SEC. In addition, factors affecting
Harbinger's business are contained in its Annual Report on Form 10-K for the
year ended December 31, 1999 filed with the SEC on March 30, 2000. You are
encouraged to read this information carefully.
Additional Information and Where to Find It: In connection with the
proposed merger, Peregrine expects to file a proxy statement and Registration
Statement on Form S-4 with the SEC, and Harbinger expects to file a proxy
statement with the SEC. We expect that Harbinger and Peregrine will mail a Joint
Proxy Statement/Prospectus to stockholders of Harbinger and Peregrine containing
additional information about the proposed merger. Investors and security holders
are urged to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about Harbinger, Peregrine, the proposed merger, the persons
soliciting proxies relating to the proposed merger, their interests in the
proposed merger, and related matters. Investors and security holders will be
able to obtain free copies of these documents, once available, as well as each
company's other SEC filings, through the website maintained by the SEC at
http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus, once
available, and each company's other SEC filings, may also be obtained from the
respective companies. Free copies of Harbinger's filings may be obtained by
directing a request through the Investors Relations portion of Harbinger's
website at http://www.harbinger.com or by mailing or telephoning Harbinger
Corporation, 1277 Lenox Park Boulevard, Atlanta, Georgia 30319, attention:
Investor Relations, telephone: (404) 467-3000. Free copies of Peregrine's
filings may be obtained by accessing its web site at http://www.peregrine.com or
by mailing or telephoning Peregrine Systems, Inc., 12670 High Bluff Drive, San
Diego, California 92130, attention: Investor Relations, telephone: (858)
481-5000.
You may also read and copy any reports, statements or other information
filed by Harbinger or Peregrine at the SEC public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
Participants in Solicitation: Harbinger, its directors, executive
officers, and other members of Harbinger's management and employees may be
soliciting proxies form Harbinger stockholders in favor of the merger.
Information concerning Harbinger's participants in the solicitation is set forth
in its Current Report on Form 8-K filed with the SEC on April 5, 2000. In
addition, Peregrine, its directors, executive officers, and other members of
Peregrine's management and employees may be soliciting proxies from Peregrine
stockholders in favor of the issuance of Peregrine Common Stock in the merger.
Information concerning Peregrine's participants in the solicitation is set forth
in its press release announcing the execution of the merger agreement. This
press release was filed with the SEC under Rule 425 on April 6, 2000.
<PAGE> 4
Announcement Summary
- - April 5, Peregrine Systems, Inc. to acquire Harbinger Corporation
- - Stock for stock - .75 Peregrine: 1 Harbinger
- - Estimate 36mm Peregrine shares
- - Purchase accounting/tax-free reorganization
- - Approved by Both Boards
- - Subject to Approval by Shareholders, Regulatory and Closing Conditions
- - Target close - Summer 2000
<PAGE> 5
Power of Combination
<TABLE>
<CAPTION>
Peregrine
Systems Harbinger
--------- ---------
<S> <C> <C>
Personnel 1,500 1,000
Core Competence Full life cycle One-stop-shop EC
asset management enablement
and e-Procurement
LTM Revenues $225MM $155MM
Footprint 40% International 85% domestic
Customer Base 4,000-enterprise/mid 40,000 mid/small;
1MM EC
transactions/day
</TABLE>
<PAGE> 6
Revenue Engines
PEREGRINE
[GRAPH]
PRGN Growth Drivers
- - Explosion of IRM Killer App
- - Employee self services - Get.It!
- - e-Procurement Get.Resources
HRBC Growth Drivers
- - Digital Marketplaces
- - ASP services
- - Outsource EC Mgmt
- - App-to-App connectivity services
HARBINGER
[GRAPH]
<PAGE> 7
Global e-Business
- - Combines worldwide presence
- - Approaching $400 million in trailing revenue
- - Profitable & debt free
- - 2,500+ personnel
- - 44,000+ customers
- - 92% of Fortune 500
- - Killer Apps - IRM + e-Procurement
+ transaction engine
+ connectivity
- - e-Everything - MRO/supply chain/fixed asset procurement, IP connectivity
- - 1MM commercial transactions daily
- - 25 vertical trading communities
[MAP]
<PAGE> 8
The Opportunity in B2B e-Commerce
- - EC Transactions - growing to $7.3 trillion by 2004, GartnerGroup; 25% of all
corporate purchasing by 2003, Boston Consulting Group
- - e-Marketplaces - growing to $1.4 trillion market by 2004, Forrester
- - Portals - 60% of Fortune 500 companies will manage their own enterprise
portals by 2003, GartnerGroup
- - ASP - growing from $900 million to $30 billion by 2003, Dataquest
- - Outsourcing - from $6.8 billion to $14.2 billion in 2003, IDC
- - BCI - 40% of e-commerce will be outsourced including trading community
expansion programs to third parties by 2004, GartnerGroup
<PAGE> 9
[PEREGRINE SYSTEMS LOGO]
Steve Gardner
President & CEO
Peregrine Systems, Inc.
<PAGE> 10
Converging Strategies
<TABLE>
<CAPTION>
1997 1998 1999 2000
---------- ----------------- -------------------- -----------------------
<S> <C> <C> <C> <C>
PEREGRINE Asset IT Infrastructure Total Infrastructure Employee Self Service &
Intra-enterprise Management Management Management e-Procurement
HARBINGER EDI VAN Catalog ASP, XML Portals,
Inter-enterprise EDI/IP Hlabs Exchanges
harbinger.net Marketplaces, BCI
</TABLE>
Synergy for e-Business
<PAGE> 11
Peregrine Systems ...
- - Global Leader in Infrastructure Resource Management (IRM)
- - Leader in the Emerging Market for Employee Self Service
[Get It!]
<PAGE> 12
Harbinger ...
[Harbinger.net LOGO}
- - Global Leader in B2B e-Commerce Technology and Service Delivery
- harbinger.net(SM)
- e-Marketplace Enabler
- Internet e-Business Communities
- Content and Catalog Data Management
- e-Business Software for Buyers & Suppliers
- Application Service Provider (ASP)
- Hosted Applications Sold On Usage Basis
<PAGE> 13
Evolution of the Strategy
Physical and Fiscal
Resource Management
All Lifecycle Peregrine Types of
Phases Systems' Infrastructure
Employee Self Service
<PAGE> 14
Adding e-Business Infrastructure
e-CONTENT
Physical and Fiscal
Resource Management
e-BUSINESS INFRASTRUCTURE
e-PURCHASING
All Lifecycle Phases
Peregrine Systems'
e-BUSINESS
Types of
Infrastructure
NETWORK
Employee Self Service
e-MARKETPLACE
ACCESS
[HARBINGER.NET LOGO]
<PAGE> 15
Peregrine and Harbinger Together
"We Make e-Business Work"
- - Creating & Delivering the Infrastructure of e-Business
- - Operating & Managing the e-Business Infrastructure
- - Exploiting e-Business for Profit - NOW!
- Employee Self Service
- e-Procurement
- Market Site Operations
- - Purely Complementary Products & Solutions
<PAGE> 16
Our Customers Tell the Story
Representative List
LARGE ENTERPRISES
SMALL & MEDIUM ENTERPRISES
E-MARKETPLACES
BUYERS & SUPPLIERS TO ENTERPRISES OF ALL SIZES
ABN AMRO
Ahold
Alamo Rent-A-Car
Ameritech
American Express
Arthur Andersen, LLP
Bankers Trust
Bell Atlantic
Bell South
British Gas
Canadian Pacific Rail
Chase Manhattan Bank
debis Systemhaus
Deere and Company
Depository Trust Company
Deutsche Lufthansa
Dresdner Bank
Detroit Medical Center
EDS International
EDS/Xerox
Electricite de France
Edward Jones and Company
Europay
Fidelity Investments
Fleet Financial
GE Capital
GEICO
IBM Global Services
Internal Revenue Service
J Sainsbury
Mellon Bank
Microsoft
Mitsubishi Electric
MBNA
P S E & G
Packard Bell NEC
Penn Power & Light
Philip Morris International
Proctor & Gamble
Quantas
Safeway Stores
Salomon Brothers
Shell Services International
Tele Danmark
Texas Dept. of Human Services
United Healthcare
USAA
Walt Disney Company
<PAGE> 17
What Makes e-Business Work?
- - Reliable Infrastructure
- - e-Procurement
- - e-Marketplace Access
- - e-Catalog Content Management
- - e-Business Networks
- - e-Business Community Integration
- - Employee Self Service
- - Infrastructure Management
<PAGE> 18
B2B COMPONENTS
<TABLE>
<CAPTION>
Sellers Marketplace Buyers
B2B Business Services
<S> <C> <C>
Large sellers Seller Aggregation Large buyers
Back office Market Mechanisms Back office
Enterprise Buyer Aggregation Enterprise eProcurement
Small to medium sellers Small to medium buyers
Hosted eSales Hosted eProcurement
</TABLE>
B2B Technical Infrastructure
Courtesy McKinsey Consultants
<PAGE> 19
[LOGO] HARBINGER - Primary Primary - PEREGRINE [LOGO]
We make e-commerce work. product product
- - Provides products and services for the creation and management of
e-marketplaces, enabling customer and supplier transactions, application
hosting and security
- - Provides ASP services for XML enabled business transaction
- - Provides e-Procurement, requisitioning workflow, asset management and
linkages to back office
<TABLE>
<CAPTION>
Sellers Marketplace Buyers
B2B Business Services
<S> <C> <C>
Large sellers Large buyers
Back office Back office
Enterprise Enterprise eProcurement
Seller Aggregation
Market Mechanisms
Buyer Aggregation
Small to medium sellers Small to medium buyers
Hosted eSales Hosted eProcurement
</TABLE>
B2B Technical Infrastructure
Courtesy McKinsey Consultants: modified
<PAGE> 20
Who Makes e-Business Work?
<TABLE>
<CAPTION>
PRGN/HRBC
---------
<S> <C>
- - Reliable Infrastructure --
- - e-Procurement --
- - e-Marketplace Access --
- - e-Catalog Content Management --
- - e-Business Networks --
- - e-Business Community Integration --
- - Employee Self Service --
- - Infrastructure Management --
</TABLE>
<PAGE> 21
Side by Side
- - Peregrine Systems
- IRM leader
- e-Procurement application leader
- Employee Self Service leader
- Global alliances & partnerships
- Rapid revenue growth
- Serving 4,000 enterprise customers
- - Harbinger
- e-Commerce leader
- Single source for e-Business technology & service delivery
- Rapid growth of new business sectors
- Serving 40,000 global customers
- 1MM+ h.net commercial transactions per day
<PAGE> 22
Peregrine Systems & Harbinger Corporation
- - Explosive growth in:
- Infrastructure Management
- Employee Self Service
- e-Marketplace enablement
- - Full lifecycle e-Business delivery and operations
- - One source for e-Business technology, enablement and services
- - Acceleration in average price per sale
- - Leveraging global presence in sales, support, and alliances
We Make e-Business Work
