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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
THE TIME HAS
COME TO CUT
THROUGH ALL THE
E-COMMERCE HYPE
AND GET DOWN
TO E-BUSINESS.
PEREGRINE AND HARBINGER ARE JOINING FORCES*.
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 [LOGO] HARBINGER
SYSTEMS
The Infrastructure Management Company(TM) We make e-commerce work(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 the issuance of shares of Peregrine
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 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 Web site 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 Web
site 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. (C)2000 Peregrine Systems, Inc.
and Harbinger Corporation. All rights reserved. Peregrine Systems is a
registered trademark of Peregrine Systems, Inc. Harbinger and the Harbinger logo
are registered trademarks and harbinger.net is a service mark of Harbinger
Corporation or its subsidiaries. All other trademarks are the property of their
respective owners.
