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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950005-00-000090.txt : 20000203
<SEC-HEADER>0000950005-00-000090.hdr.sgml : 20000203
ACCESSION NUMBER: 0000950005-00-000090
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20000131
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERLEAF INC /MA/
CENTRAL INDEX KEY: 0000793604
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 042729042
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 425
SEC ACT:
SEC FILE NUMBER: 000-14713
FILM NUMBER: 518340
BUSINESS ADDRESS:
STREET 1: 62 FOURTH AVE
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 6172900710
MAIL ADDRESS:
STREET 1: 62 FOURTH AVENUE
CITY: WALTHAM
STATE: MA
ZIP: 02451
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BROADVISION INC
CENTRAL INDEX KEY: 0000920448
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 943184303
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
BUSINESS ADDRESS:
STREET 1: 585 BROADWAY
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
BUSINESS PHONE: 6502615100
MAIL ADDRESS:
STREET 1: 585 BROADWAY
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
</SEC-HEADER>
Form 425
1
FORM 425
Rule 425
Filer: BroadVision, Inc.
Subject Company: Interleaf, Inc.
SEC File No. 333-86557
Investors are urged to read documents relevant to the acquisition described in
this announcement that are filed with or that will be filed with the U.S.
Securities and Exchange Commission because they contain important information
about the acquisition. After they are filed, you can obtain the relevant
documents that are filed with the Securities and Exchange Commission for free on
the Securities and Exchange Commission's web site at http://www.sec.gov. If you
write or call us, we will send you for free, when available, the prospectus that
we file in connection with the registration of the shares to be issued in the
acquisition. You can call us at (650) 261-5100 or write to us at:
BroadVision, Inc.
585 Broadway
Redwood City, California 94063
Attention: Investor Relations
BroadVision Extends Its E-Business Leadership with Agreement to
Acquire Interleaf, The e-Content Company
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 - Jan. 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.
1.
<PAGE>
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.
"Through the acquisition of Interleaf, BroadVision will be able to quickly
expand our leadership in delivering personalized e-business applications across
multi-touch points such as web and wireless," said Dr. Pehong Chen, President,
CEO and Chairman of the Board for BroadVision. "With our combined customer base
of more than 2,500 blue-chip and 'dot.com' companies, both firms have the proven
ability to meet e-business demands for a fast time-to-market, easier integration
with content sources and back-end systems, and high performance and scalability.
We look forward to leveraging the strengths of both companies to provide
increased benefits for customers and shareholders."
"At Interleaf, we have spent the past three years repositioning the company
around new XML and wireless technology," said Jaime Ellerston, President, CEO
and Chairman of the Board for Interleaf. "This past year we have successfully
penetrated the e-business marketplace by delivering state-of-the-art XML-based
e-content management tools. We believe strongly that these tools and our
initiative into the wireless market make us a unique fit with BroadVision's
strength in web applications and with their strategic objectives. Both companies
see XML content proving itself to be of particular importance for the fast
growing business-to-business e-commerce market. Therefore, the combination of
our e-content management tools integrated with BroadVision's e-business
applications make a powerful end-to-end solution for the B2B market while
further extending these applications to the emerging wireless market."
Benefits of Acquisition for Customers
The combination of the suite of BroadVision One-To-One personalized e-business
applications and Interleaf's XML-based 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-to-application traffic passing over public networks will be in XML
(GartnerGroup, October, 1999).
Specific benefits of the combined offering will include:
o 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.
2.
<PAGE>
o Automate B2B E-Commerce through Intelligent Content. The integrated offering
will enable the automation of B2B e-commerce 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.
o Expanded e-Business Reach. The integration of Interleaf's X-WAP (Wireless
Application Protocol) 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.
Key Technologies
BroadVision will fully integrate Interleaf's e-content management tools based on
XML into BroadVision's full suite of e-business applications. Interleaf's key
technologies include:
o BladeRunner. A scalable, comprehensive XML-based content management tool that
enables companies to create, manage, and publish structured e-business content
that is targeted, timely, personalized, intelligent and medium-aware. With XML
as its technology backbone and Microsoft Office integration used for content
creation, companies using BladeRunner are able to apply intelligence, structure
and style to content for e-business applications.
o X-WAP Technology. Interleaf's X-WAP wireless application technology transforms
XML into HTML, WML, PDF, ASCII and raw text into intelligent business content
for delivery to wireless devices.
3.
<PAGE>
o QuickSilver. A full-featured high-end authoring and publish-ing product with
an extension to enable the generation of XML-based content. QuickSilver enables
users to manage XML- and non-XML-based content in one integrated system. The
acquisition creates a combined entity with a compelling record of business and
technology achievements:
o 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 e-business applications;
o 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,
o The proven ability to meet customers' e-business needs for return on
investment, quick time-to-market, and high performance, scalable solutions.
o 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. While the
announced transaction is pending and following its consummation, the value of
BroadVision's common stock will be dependent on or directly related to the value
of Interleaf's common stock, which in turn depends on factors relating to
Interleaf's business and financial performance, which in turn are beyond
BroadVision's control. Reference is made to Interleaf's SEC filings for
additional information concerning Interleaf and its business, financial
performance and operations.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. BroadVision's actual results could differ materially from
those set forth in the forward-looking statements. Certain factors that might
cause such a difference include, among other things, the following:
o The transaction described above is contingent and may not actually occur
as described or at all, and the failure of the transaction to close could
have a material adverse impact on the value of Interleaf's common stock;
o Interleaf and BroadVision may experience difficulties realizing the
described benefits from the business combination, including without
limitation difficulties in integrating the
4.
<PAGE>
Interleaf and BroadVision products, technologies, cultures, information
systems, business practices and policies; BroadVision may experience
difficulties in marketing the Interleaf products into BroadVision's
customer base, and Interleaf may experience difficulties in marketing the
BroadVision products into Interleaf's customer base;
o The announcement and consummation of the transaction may cause confusion
in the marketplace and disruption to Interleaf's and BroadVision's
businesses, including without limitation difficulties in retaining
Interleaf's current employees through the transition, integrating them into
BroadVision's operations and retaining them over the long-term;
difficulties in retaining Interleaf's significant customers at historic
purchasing levels; and delays in the consummation of sales currently
pending;
About Interleaf
Interleaf, Inc., based in Waltham, Massachusetts, provides enterprise-wide
software tools for e-content management including BladeRunner and QuickSilver.
These tools provide Global 2000 customers with a distinct competitive advantage
by enabling them to deploy e-business applications that improve operating
efficiency and customer satisfaction, while driving revenue and profitability.
Interleaf's software products make it easy for companies to assemble, manage,
retrieve, distribute and publish business-critical information across the
enterprise and beyond.
Key customers include Alcatel, Deutsch Bank, Fidelity, IDC, Intel, Lockheed
Martin, MacMillan, Motorola, Shared Medical Systems, Tektronix and Toyota.
About BroadVision
BroadVision, Inc. is the leading worldwide supplier of personalized e-business
applications. BroadVision's end-to-end solutions enable companies and
governments to rapidly deploy and cost-effectively operate secure, scalable,
intelligent, and flexible e-business applications for e-commerce, financial
services, online billing and knowledge management. The company's entire product
line has experienced strong growth and increasing acceptance by Global 2000
businesses, governments and pure-play "e-startups."
BroadVision has more than 500 customers in financial services,
retail/distribution, high technology, telecommunications, government and travel
including Argentaria, American Airlines, British Telecom, CCF Group, Credit
Suisse, Ernst & Young, Hewlett-Packard, The Home Depot, Motorola, RS Components,
Sears, Vodafone, Wal-Mart, and Xerox.
BroadVision is headquartered in Redwood City, Calif. and maintains an extensive
worldwide network of subsidiaries and licensed resellers in North and South
America, Europe, Australia and Asia. BroadVision is a public company traded on
the Nasdaq in the United States under the symbol BVSN and on the high-technology
stock market of Germany, the Neuer Markt segment of the Frankfurt Stock
Exchange, under the symbol BDN. The Company can be reached at (650) 261-5100 or
at www.broadvision.com.
5.
</SEC-DOCUMENT>
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