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Filed by Peregrine Systems, Inc.
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
Newspaper Advertisement
Peregrine/Harbinger Transaction
Thursday, April 13, 2000
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THE TIME HAS
COME TO CUT
THROUGH ALL THE
e-COMMERCE HYPE
AND GET DOWN
TO e-BUSINESS.
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PEREGRINE AND HARBINGER ARE JOINING FORCES.*
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There's a powerful new force in the e-business arena with years of experience
serving 44,000 major clients, including 92% of the Fortune 500. It's the union
of Peregrine Systems and Harbinger. This proposed merger will deliver complete
end-to-end e-business solutions from a single global provider. One that will
join the internal processes of e-Procurement and Infrastructure Management with
multiple open external marketplaces, so buyers and sellers can rely on their
e-business technology to be more effective. Here for the first time ever will be
one company that can create, manage and connect the complete lifecycle of
e-business, along with unparalleled worldwide deployment. Peregrine and
Harbinger are going to be one and the same. And nothing about e-business will
ever be the same again.
PEREGRINE HARBINGER
SYSTEMS We make e-commerce work-TM-
The Infrastructure Management Company-TM-
Completion of Peregrine's acquisition of Harbinger is subject to a number of
conditions. These include regulatory reviews, approval of the transaction by
Harbinger's shareholders, and approval of issuance of shares of Peregrine's
Common Stock by Peregrine's stockholders. 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 Peregrine,
Harbinger, or the combined companies could differ materially from current
expectation. 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 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
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
companies' other SEC filings, through the Web site maintained by the SEC at
http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus, once
available, and each companies' 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 Investor Relations portion of Harbinger's Web
site at http://www.harbinger.com or 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 System, 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 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. Participates in
Solicitation, Harbinger, its directors, executive officers, and other members of
Harbinger's management and employees may be soliciting proxies from 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 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
participates in 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. Copyright 2000 Peregrine's Systems, Inc. and
Harbinger Corporation. All rights reserved. Peregrine's Systems is a registered
trademark of Peregrine's Systems, Inc., Harbinger and the Harbinger logo are
registered trademarks and harbinger.net is a service marked of Harbinger
Corporation or its subsidiaries. All other trademarks are the property of their
respective owners.
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This document is being filed pursuant to Rule 425 under the Securities act of
1933 and deemed filed pursuant to Rule 14a-12 under the Exchange Act of 1934.
This document does not constitute an offer of sale of securities. Shareholders
of Peregrine and other investors are urged to read the proxy
statement-prospectus which will be included in the registration statement on
Form S-4 to be filed by Peregrine in connection with the merger because it will
contain important information. After this document is filed, it will be
available free of charge on the website of the U.S. Securities and Exchange
Commission (the "SEC") at www.sec.gov and from Peregrine by directing a request
through the investors relations portion of Peregrine's website at
http://www.peregrine.com or by mail to Peregrine Systems, Inc., 12670 High Bluff
Drive, San Diego, Ca 92130, Attention: Investor Relations, Telephone: (858)
481-5000.
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BENEFITS OF MERGER TO HARBINGER OFFICERS
Certain officers and directors of Harbinger will receive accelerated
vesting of their stock options in connection with the merger. A description
of these benefits is contained in Harbinger's proxy statement for its 2000
Annual Meeting of Shareholders under the caption "Agreements with Employees."
Harbinger's proxy statement was filed with the SEC and is available at the
SEC's website, www.SEC.gov, at the SEC's offices, or by directing a request
through the Investors Relations portion of Harbinger's website at
http://www.harbinger.com or by mail to Harbinger Corporation, 1277 Lenox Park
Boulevard, Atlanta, GA 30319, Attention: Investor Relations, telephone: (404)
467-3000.
