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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
Dear shareholders,
Since announcing Harbinger's proposed merger with Peregrine Systems on April 5,
2000, I have had the opportunity to personally meet with more than 100 analysts
and investors, joined by my colleague Steve Gardner, Peregrine's President and
CEO. I wanted to take this opportunity to provide you with an update of the
last few weeks as well as our progress on the merger.
To begin, I am extremely pleased to report that our meetings with shareholders
have indicated very strong understanding of the strategic fit between
Harbinger and Peregrine. We believe that our combination will reshape the
competitive landscape for end-to-end business solutions. Today, the e-Business
and Internet are redefining the start and end points of business processes.
Enterprises are being challenged to extend their businesses beyond their
firewall, out to a network, and directly into the supplier base. Suppliers are
being equally challenged to reach their customers in new ways, making products
and services available through multiple e-marketplaces. The evolving paradigm
is moving to an end-to-end lifecycle for managing business assets and
infrastructure from e-procurement to retirement. It's a complex solution set
that we believe is bigger than any single vendor's current capabilities.
Together, Harbinger and Peregrine can link the intra- and inter-enterprise
requirements to provide buyers and suppliers with single-source accountability.
In addition to the special opportunities that the merger will create, we believe
the combined company will continue to enjoy the advantages and opportunities
that Harbinger and Peregrine separately enjoy prior to the proposed merger.
Additionally, we believe that we will still be able to partner with key
strategic solution providers like the leading ERP vendors and system
integrators. In fact, we believe we will become a stronger more capable partner
as a result of our integrated solutions. Accordingly, although the combined
company will be able to offer an end-to-end management of the lifecycle of
business assets and infrastructure, it will also be able to continue through
harbinger.net to provide e-Business infrastructure, hosting, transaction
management and operational management to a broad range of e-marketplaces. These
marketplaces will be able to take advantage of the networks of suppliers we hope
to create through our combination with Peregrine. In this way, we will continue
to be an on ramp for the new market exchanges being created.
On a related note, I recently became aware that our former Chairman and CEO had
widely circulated to the investment community his personal views on the
proposed merger. As he noted in his communication, he has had no direct contact
with the company's Board or executive management on operational matters since
leaving the
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Company in January. In light of his comments, I want to assure you that our
entire Board and executive management team support the Company's merger with
Peregrine. We firmly believe that this combination is the right course for our
Company. Our combination will create the clear market leader for e-Business
solutions delivery.
Details of our merger agreement with Peregrine can be found in our joint proxy
statement/prospectus which we will file this week with the Securities and
Exchange Commission. We encourage you to review this information
In closing, I would like to thank all of you for your time, interest and input
these last few weeks. Your commitment and support are greatly appreciated. We
are committed to make e-Business work for customers -- end-to-end. As always,
we will endeavor to do so with the best long-term interests of our
shareholders, customers and employees in mind.
Sincerely,
James M. Travers
President and CEO
Cautionary Note Regarding Forward-Looking Statements under the Private
Securities Litigation Reform Act of 1995: Information in this letter that
involves Harbinger's expectations, beliefs, hopes, plans, intentions or
strategies regarding the future are forward-looking statements that involve
risks and uncertainties. These statements include statements about Harbinger's
strategies in the marketplace, its market position and its relationship with
customers. All forward-looking statements included in this release are based
upon information available to Harbinger as of the date of the release, and we
assume no obligation to update any such forward-looking statement. These
statements are not guarantees of future performance and actual results could
differ materially from our current expectations. Factors that could cause or
contribute to such differences include, but are not limited to, the completion
of the Peregrine merger, and if completed, the successful integration of
Peregrine, competition, increased competition due to Harbinger's expanded
product offering, risks associated with the evolving and varying demand for
customer communication software, our ability to expand our operations,
acceptance of email and the Internet as a communications medium, litigation
over property rights, and general economic factors. These and other factors are
risks associated with our business that may affect our operating results are
discussed in the Annual Report on Form 10-K for the year ended December 31,
1999 filed with the Securities and Exchange Commission ("SEC") on March 30,
2000 and our quarterly reports on Form 10-Q filed with the SEC.
Additional Information and Where to Find It: It is expected that
Peregrine will file a Registration Statement on SEC Form S-4 and Harbinger will
file a proxy statement with the SEC in connection with the Merger, and that
Harbinger and Peregrine will mail a Joint Proxy Statement/Prospectus to
stockholders of Harbinger and Peregrine containing information about the
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 Merger, the
persons soliciting proxies relating to the Merger, their interests in the
Merger, and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the SEC
at http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus and
these other documents may also be obtained from Harbinger by directing a
request through the Investors Relations portion of Harbinger's website at
http://www.Harbinger.com or by mail to Harbinger Communications, 1277 Lenox
Park Boulevard, Atlanta, GA 30319, attention: Investor Relations, telephone:
(404) 467-3000.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Harbinger and Peregrine file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information filed by Harbinger
or Peregrine either company 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.
Harbinger's and Peregrine's filings with the SEC are also available to the
public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
Participants in Solicitation: Harbinger, its directors, executive
officers and certain other members of management and employees may be
soliciting proxies form Harbinger stockholders in favor of the issuance of
Harbinger common stock in the merger. Information concerning the participants
in the solicitation is set forth in a Current Report on Form 8-K filed by
Harbinger on April 5, 2000.
