ATG to Acquire Primus Knowledge Solutions, Inc.
Combination Will Create One of the Largest Online Commerce and
Service Software Companies
Laptop Battery CAMBRIDGE, Mass. & SEATTLE--(BUSINESS WIRE)--Aug. 10,
2004--ATG (Art Technology Group, Inc., NASDAQ: ARTG) the software
provider behind the Web's richest customer experiences and Primus
Knowledge Solutions, Inc. (NASDAQ: PKSI), an award-winning customer
service software provider, today announced a definitive agreement
for ATG to acquire Primus. Under the terms of the all stock deal,
the transaction is valued at approximately $30 million to $33
million, based upon ATG's closing stock price as of August 9, 2004.
For the 12 month period ended June 30, 2004, the two companies had
combined revenue of more than $90 million. Cost synergies between
the two companies are expected to result in between $10 million and
$15 million in annual savings beginning in 2005. The transaction is
expected to close during the fourth quarter of 2004 and be
accretive to ATG's forecasted results for the full year 2005.
ATG's industry-leading software for online commerce and marketing
combined with Primus' award-winning customer service software
solutions will create one of the industry's largest online commerce
and service software companies. The combination will produce the
most complete consumer-facing platform to work seamlessly through
Web, email, call center, and other channels.
"Computer industry analysts estimate that some 60 percent of all corporate data exists only on desktop and laptop computers, " said Walter Scott, CEO of Acronis. "Incorporating Acronis True Image with New Mexico Software backup server is the ideal solution to capture that corporate data and ensure that it is not lost. While traditional server backups are effective for protecting server data, every company should have a combination of server and workstation backup plans."
Thinkpad "Companies want to market to, sell to and service their
customers through a variety of channels and provide the most
seamless, integrated experience for these customers," said Bob
Burke, president and CEO of ATG. "Combining Primus' products and
technical expertise with ATG creates an e-business powerhouse, with
the breadth of technology and the critical mass that greatly
enhances our ability to provide complete customer experience
solutions across all channels."
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Microsoft ATG delivers a rich customer experience through integrated
customer-facing marketing, selling and service applications. ATG
software solutions include:
iseemedia Inc. iseemedia, based software company, has rapidly consolidated its position as the market leader in digital content management. iseemedia Zoom Image Server is the leading solution for creating, Demand images for the Web. Images can be zoomed in and out without loss of resolution, screen. platform servers are fully scalable and contain robust administration tools for managing large numbers of images, tuning system performance and gathering critical, time marketing data on how users interact with images.
Laptop Computers -- The commerce application used by more high-end Web sites than
any other
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Laptop Computer -- The # 1 Scenario Personalization solution according to the
Information Management Association. ATG Scenario
Personalization(SM) is used by top performing Web sites including
American Airlines, AT&T Wireless, Fidelity Investments,
InterContinental Hotels Group (ranked the Best International Hotel
Site), Neiman Marcus, and Wells Fargo to manage customer-facing
business processes
And then, of course, we have the Standalone Server product, which is called Acronis True Image Server for Windows or Linux and that will manage a single standalone server. What type of computers can we back up, because in a medium to a large sized, even some small sized businesses, who knows what kind of computers they have They may have laptops, they may have desktops, they may just have anything and everything
Desktop Computer -- Marketing solutions that uniquely integrate email and Web
interactions, ranked among the top four in the industry by
Gartner
Notebooks -- Customer service technology that provides information that is
more intelligent, personal and relevant
Lenovo Primus is a recognized leader in self- and assisted-service
technologies. Its software solutions include:
Hard Drive -- The highest ranking solution in Web Self-Service suites from
Gartner
Travelstar -- Advanced email response management technology ranked # 1 by
Gartner
Gateway -- Extensive knowledgebase and natural language processing
search technology supporting call centers, help-desk staff, field
service workers, wireless users and self-service sites
Laptop Parts -- Call center problem resolution technology integrated with
major CRM suites such as Siebel, PeopleSoft and Remedy
Software "The combination of ATG's commerce and marketing solutions with
Primus' award-winning customer service and support technologies is
a powerful and natural fit," said Michael Brochu, chairman,
president and CEO of Primus. "This joint offering will provide
enterprises with the industry's most integrated customer experience
solution to power their e-business initiatives and is a win-win for
our customers, shareholders, employees, and partners."
Hard Drives The acquisition creates a number of synergies on both the top
and bottom line. The opportunity to sell integrated commerce and
service solutions into each company's respective customer base
provides ATG with significant revenue growth potential. On the
expense side, the combination is expected to generate between $10
million and $15 million in annual savings beginning in 2005,
through workforce synergies, facilities consolidation and the
merger of accounting, legal and regulatory functions.
Electronics "Consolidation in the eService market is necessary as
enterprises are looking for integrated multi-channel solutions that
leverage all aspects of the customer service and support
continuum," said Esteban Kolsky, senior research analyst, Gartner,
Inc. "The combination of e-commerce and e-marketing with self- and
assisted-service software solutions creates a necessary offering
that enterprises today require to enhance the overall customer
experience."
Canon TERMS OF THE AGREEMENT
Desktop Pc Under the terms of the agreement, ATG is acquiring all of the
outstanding shares of Primus. Upon completion of the transaction
Primus shareholders are expected to own approximately 30 percent to
32 percent of the combined company's outstanding stock on a fully
diluted basis. The transaction is expected to be tax-free to Primus
shareholders. Based upon ATG's latest closing stock price, and
assuming expected exchange ratios in the range of 1.2976 to 1.4169
ATG shares for each diluted share of Primus, the transaction is
valued at approximately $30 million to $33 million. The exchange
ratio is subject to adjustment within this range based upon Primus'
achievement of specified minimum cash and working capital
requirements at closing, but in no event will the exchange ratio be
less than 1.2976 ATG shares for each diluted share of Primus.
Desktop Computers All directors and executive officers of Primus and certain other
shareholders, owning in aggregate approximately 14.6% of Primus'
outstanding shares, have signed an agreement to vote their shares
in favor of the transaction. Both Primus' and ATG's boards of
directors have unanimously approved the transaction. The
transaction requires the approval of shareholders of both
companies. Pending legal and regulatory review and shareholder
approval, the transaction is expected to close during the fourth
quarter of 2004.
Think Pad As part of the transaction, ATG anticipates that it will be
adding two members to its board of directors, bringing the total to
nine board members. It is anticipated that Michael Brochu and
Daniel Regis, chairman of Primus' audit committee, will become
members of the board of directors of ATG.
Repair SG Cowen is acting as exclusive financial advisor to ATG, and
Broadview is acting as financial advisor to Primus in connection
with this transaction.
Data Recovery FINANCIAL SUMMARY
Cisco The combined company is anticipated to generate more than $100
million in revenue for 2005 and is expected to be both profitable
and cash flow positive in 2005.
Keyboard
----------------------------------------------------------------------
(Unaudited, Dollars in 000's) Twelve Months Ended
June 30, 2004
Combined
ATG Primus Company
-------- -------- --------
Total revenues $62,903 $27,675 $90,578
License revenue $19,696 $11,059 $30,755
Percent of total revenues 31% 40% 34%
Services revenue $43,207 $16,616 $59,823
Percent of total revenues 69% 60% 66%
Monitor Cash, cash equivalents and marketable
securities $32,755 $8,335 $41,090
Employees 324 155 479
------------------------------------------ -------- --------
--------
Desktop CONFERENCE CALL NOTICE
Infosys In conjunction with this news release, ATG and Primus management
will host a conference call for investors at 9:00 a.m. ET on
Wednesday, August 11, 2004. The call will be broadcast live over
the Internet. Investors interested in listening to the Webcast
should log onto the "Investors" section of the ATG Web site,
located at www.atg.com, at least 15 minutes prior to the event's
broadcast. To access the live conference call, please dial (800)
500-0920 or (719) 457-2699. A replay of the conference call can be
accessed for a period of one week by dialing (888) 203-1112 or
(719) 457-0820 (confirmation code: 914952) or via Webcast on ATG's
Web site.
Refurbished Laptops ABOUT PRIMUS KNOWLEDGE SOLUTIONS, INC.
Wipro Primus Knowledge Solutions (NASDAQ: PKSI) develops award-winning
software that enables companies to provide a superior customer
experience via contact centers, help desks, Web self-service, and
electronic communication channels. Primus technology powers every
interaction with knowledge to increase customer satisfaction and
reduce operational costs. The company continues to receive industry
accolades for its robust product platform, including a 2004 CRM
Excellence Award and 2004 Users Choice Award for Primus(R)
KnowledgeCenter, and "Strong Positive" ratings from Gartner, the
leading provider of research and analysis on global IT, in both the
Web Self-Service Gartner MarketScope for 1H04 and the ERMS Gartner
MarketScope for 1H04. In 2003, Primus received the STAR Award for
"Best Support Technology Vendor" from the Service & Support
Professionals Association (SSPA), was recognized for its
trend-setting products and named one of the "100 Companies that
Matter in Knowledge Management" by KMWorld magazine, and received
the CRM Excellence Award from the editors of Customer Interaction
Solutions magazine. Global organizations such as Allied Irish Bank,
The Boeing Company, CompuCom, EMC, Ericsson, Inc., Fujitsu Limited,
Inc., IBM, HSBC, Orange, Motorola, 3Com, and T-Mobile rely on
Primus technology to enhance their customer service and support
initiatives. Visit www.primus.com for more information.
Lap Top ABOUT ATG
Refurbished ATG (Art Technology Group, Inc., NASDAQ: ARTG) delivers
innovative software to help high-end consumer-facing companies
create a richer, more adaptive interactive experience for their
customers and partners online and via other channels. ATG has
delivered category-leading e-business solutions to many of the
world's best-known brands including Best Buy, Kingfisher, Neiman
Marcus, Target, Fidelity Investments, Friends Provident, Merrill
Lynch, Wells Fargo, A&E Networks, Warner Music, AT&T
Wireless, France Telecom, Philips, Procter & Gamble,
Hewlett-Packard, American Airlines, InterContinental Hotels Group,
US Army, and US Federal Aviation Administration. The company is
headquartered in Cambridge, Massachusetts, with additional
locations throughout North America, Europe, and Asia. For more
information about ATG, please visit www.atg.com.
Memory (C) 2004 Art Technology Group, Inc. ATG and Art Technology Group
are registered trademarks of Art Technology Group, Inc., and
Scenario Personalization is its service mark. All other product
names, service marks, and trademarks mentioned herein are
trademarks of their respective owners.
Intel ADDITIONAL INFORMATION ABOUT THE ACQUISITION AND WHERE TO FIND
IT
As400 ATG intends to file a registration statement on Form S-4 in
connection with the transaction, and ATG and Primus intend to mail
a joint proxy statement/prospectus to their respective stockholders
in connection with the transaction. Investors and security holders
of ATG and Primus are urged to read the joint proxy
statement/prospectus when it becomes available because it will
contain important information about ATG, Primus and the
transaction. Investors and security holders may obtain a free copy
of the joint proxy statement/prospectus (when it is available) at
the SEC's Web site at www.sec.gov. A free copy of the joint proxy
statement/prospectus may also be obtained (when it is available)
from ATG or Primus. ATG and Primus file annual, quarterly and
special reports, proxy and information statements, and other
information with the SEC. Investors may read and copy any of these
reports, statements and other information at the SEC's public
reference rooms located at 450 5th Street, N.W., Washington, D.C.,
20549, or any of the SEC's other public reference rooms. Investors
should call the SEC at 1-800-SEC-0330 for further information on
these public reference rooms. The reports, statements and other
information filed by ATG and Primus with the SEC are also available
for free at the SEC's Web site at www.sec.gov. A free copy of these
reports, statements and other information may also be obtained from
ATG or Primus.
Averatec The executive officers and directors of ATG and Primus may be
deemed to be participants in the solicitation of proxies from the
stockholders of Primus and ATG in favor of the acquisition. A
description of the interests of ATG's executive officers and
directors in ATG is set forth in the proxy statement for ATG's 2004
Annual Meeting of Stockholders, which was filed with the SEC. A
description of the interests of Primus' executive officers and
directors in Primus is set forth in the proxy statement for Primus'
2004 Annual Meeting of Stockholders, which was filed with the SEC.
Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of ATG's and Primus'
executive officers and directors in the acquisition by reading the
preliminary joint proxy statement/prospectus filed with the SEC
when it becomes available.
Hardware This press release contains forward-looking statements for
purposes of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. These statements involve known and
unknown risks and uncertainties that may cause ATG's and Primus'
actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as, "may", "should",
"expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential", "continue", or the negative of these terms
or other comparable terminology. Important risk factors affecting
ATG's and Primus' business generally may be found in their periodic
reports and registration statements filed with the Securities and
Exchange Commission at www.sec.gov. Risk factors related to the
subject matter of this press release include the possibilities that
ATG may not be successful in integrating Primus' business with its
own; that the anticipated cost savings from synergies will be less
than expected; that depreciation, amortization and potential
impairment charges associated with the acquisition could adversely
affect the combined company's results of operations; that
shareholder approval and governmental clearances needed to
consummate the transaction may be delayed or withheld; that ATG's
and Primus' partners, customers or investors may react unfavorably
to the combination; that if the acquisition is not completed, ATG's
and Primus' businesses may be harmed; the risks and costs of
potential and existing intellectual property litigation; the
possibility that either company's product deployments will not be
successful, on time or significantly enhance the user's Internet
experience or handle user volumes; that those customers leveraging
the combined companies' products won't have the opportunity to
increase revenue and decrease future costs; the need to adapt to
rapid changes so products do not become obsolete; the possibility
of errors in both companies' software products; the possibility
that the company will not be successful in combining the companies'
solutions or the companies' combined solutions will not make
customer implementations faster or more flexible or permit the
customer to meet its customer-facing or infrastructure
requirements; that the companies' products will not continue to be
integrated with third party applications or application servers or
will not support all Web services enabled systems; that ATG's
product strategy may change in the future; and the risks and costs
of intellectual property litigation. Neither ATG nor Primus
undertakes any obligation to update any of the forward-looking
statements after the date of this press release.
Dual Xeon Contacts
Storage
Media Contacts
ATG:
Victor Beck, 617-386-1246
vbeck@atg.com
or
Primus Knowledge Solutions, Inc.
Kristin Treat, 206-834-8325
ktreat@primus.com
or
Investor Contacts
ATG:
Ed Terino, 617-386-1005
eterino@atg.com
or
Primus Knowledge Solutions, Inc.
Ron Stevens, 206-834-8341
rstevens@primus.com
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