Broadvision Inc.
Ad hoc-Service: BroadVision Inc. BVSN Aqk. 1-
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BroadVision Gains Leading XML-Based e-Content
Management
Tools and X-WAP Technology for Wireless Delivery
of Content to Enhance Company’s Personalized E-Business Applications
REDWOOD CITY, CA January 26, 2000 BroadVision Inc.
(Nasdaq: BVSN), a leader in personalized e-business
applications, today announced that it has signed a definitive agreement
to acquire Interleaf, Inc. (Nasdaq: LEAF). Key to the acquisition is the
e-content company, a separate Interleaf business unit dedicated to the
development, marketing and sale of XML-based content management tools.
These tools enable the creation, publication, management and re-use
of dynamic, intelligent content for web and wireless applications.
The e-content company comprises nearly 70 percent of Interleaf’s
approximately 400 employees and has been the most significant area
of Interleaf growth and investment over the past two years. Subject to
conditions, under the terms of the agreement each outstanding share of
Interleaf common stock will be exchanged for .3465 of a share of BroadVision
common stock and will be accounted for as a purchase transaction. In addition,
all outstanding options and warrants to purchase Interleaf common stock will
be assumed by BroadVision. Based on basic shares outstanding as of
January 25, 2000 and both companies’ closing price as of that date, the
transaction represents approximately a 40% premium over Interleaf’s current
value. On a fully diluted basis, BroadVision would issue approximately
5.6 million shares of its common stock, having a value of approximately $877
million based on BroadVision’s closing stock price on January 25, 2000.
The transaction is intended to be tax-free to the Interleaf shareholders.
The transaction, which has been unanimously approved by both the Interleaf
and BroadVision Boards of Directors, is subject to approval by Interleaf’s
stockholders. The transaction is subject to certain other customary closing
conditions, including Hart-Scott-Rodino antitrust clearance and other
regulatory approvals. The companies expect to close the transaction by
May 31, 2000.
Benefits of Acquisition for Customers
The combination of the suite of BroadVision One-To-One personalized
e-business applications and Interleaf’s XMLbased e-content management
tools will create one of the most comprehensive, end-to-end offerings for
companies needing to manage content-rich and transactional e-businesses
for delivery over the Web and wireless devices. GartnerGroup estimates
that by 2003, 80 percent of application-toapplication traffic passing
over public networks will be in XML (GartnerGroup, October,1999).
Specific benefits of the combined offering will include:
. Less Time and Lower Cost for e-Content Management. The integrated
offering combines Interleaf’s XML-based e-content management tools and
BroadVision’s real-time instant publishing tools to shorten time to
production for content. This lowers the total cost of ownership for
companies by enabling publishers to more easily create, publish,
manage and re-purpose transactional content. Additionally, the
integrated offering is differentiated by its support for the
publication of XML-based documents from Microsoft Office applications,
greatly expanding general business users’ ability to publish Web and
wireless content.
. Automate B2B E-Commerce through Intelligent Content. The integrated
offering will enable the automation of B2B ecommerce by enabling companies
to improve their operations via the use of intelligent content. Intelligent
content is personalized, re-usable and dynamically assembled in real time
to increase collaboration and communication among commerce partners. Unlike
static content, intelligent content automates interactions and
transactions among participants, creating a highly productive information
value chain.
. Expanded e-Business Reach. The integration of Interleaf’s X-WAP
(Wireless Aapplication Protocol) technology and XSL (eXtensible Style
Language, which enable content to be separated from data, so that content
can be shared across any number of XML documents) technology will enable
BroadVision customers to deploy e-business applications that enable access
to dynamic content
from mobile and other wireless devices, such as digital cellular
telephones, pagers, personal digital assistants and e-books. End users will
be able to access in real time personalized product information, inventory,
price, and catalog data and to execute orders from Web sites and wireless
devices via BroadVision’s ability to deliver e-business anywhere, anytime.
The Yankee Group has estimated that wireless subscribers accessing the
Internet will grow from 669 million in 1999 to 1.26 billion by 2005
(The Yankee Group, November, 1999). Therefore, BroadVision believes the
integration of Interleaf’s X-WAP technology will be a significant benefit
for companies implementing e-business applications capable of providing
dynamic, personalized content to the growing number of users of wireless
devices.
The BroadVision and Interleaf Fit
The two companies share a vision for enabling e-business through a common
commitment to an XML backbone. Interleaf, a thought and industry leader
for XML-based e-content management, brings people, tools and technologies
that are completely complementary to BroadVision’s applications.
For example, Interleaf’s employees represent the world’s largest XML talent
pool. And,Interleaf’s technology leadership in XML and WAP are technologies
that supplement those of BroadVision. Additionally, Interleaf has a large
worldwide base of more than 2,000 customers who are potential users of
BroadVision’s e-business applications.
The acquisition creates a combined entity with a compelling record of
business and technology achievements:
. A broad depth and breadth of experience,
provided by over nine years in the e-content
management and e-business applications markets;
. Over 1100 employees dedicated to e-content
and ebusiness applications;
. A combined customer base of thousands of
international blue chip and dot.com customers
to guide the company’s integration of existing and
development of new e-business solutions; and,
. The proven ability to meet customers’ e-
business needs for return on investment, quick
time-to-market, and high performance, scalable
solutions.
. Membership in key consortia including The WAP
Forum, more than 260 firms dedicated to developing
de facto world standards for wireless information
and telephony services on digital mobile telephones
and other wireless devices; AICPA, the American
Institute of Certified Public Accounts, for
specifying XML-based specifications for
preparing and exchanging financial reports and
data; and others.
Forward Looking Statements
The company noted that each of the above forward-looking statements
is subject to change, based on various important factors, including,
without limitation, the possible inability to complete the merger as
anticipated, or at all, and the performance and successful integration
of the acquired businesses. Additional information on potential factors
that could affect BroadVision’s and Interleaf’s financial results are
included in their respective Forms 10-K’s and 10-Q’s, and other
documents filed with the Securities and Exchange Commission.
Ende der Mitteilung
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