Friday November 19, 9:21 am Eastern Time
Company Press Release
Calico Acquires ConnectInc.com
Companies Join Forces to Power Digital Marketplaces with
Sell-Side e-Commerce Solutions; New e-Commerce
Functionality Broadens Calico eSales Offering
SAN JOSE, Calif.--(BUSINESS WIRE)--Nov. 19, 1999-- Calico Commerce Inc.,
(Nasdaq:CLIC - news) today announced that it has reached a definitive agreement to acquire
ConnectInc.com (Nasdaq:CNKT - news), a leading provider of technology and services that
dynamically connect buying and selling companies via the Internet. With today's acquisition,
Calico strengthens the sell-side functionality of its eSales electronic commerce suite by adding
new technology that will better serve the needs of eBusiness leaders in the Global 2000, while
expanding its reach to the thousands of Net Market Maker companies that are building digital
marketplaces.
Calico's customer-focused electronic commerce solution, Calico eSales, is broadened by the
addition of product catalog, order management and business-to-business e-commerce process
automation capabilities from ConnectInc.com. This technology is key to Calico's strategy for
providing best-of-breed e-commerce applications for companies that sell complex products over
the web.
''This acquisition is an important step in Calico's strategy to provide complete e-commerce
solutions to our customers and expand our offerings to the ''dotcom'' Net Market Makers that
will dominate the electronic commerce landscape in the years to come,'' said Alan Naumann,
president and CEO, Calico Commerce. ''ConnectInc.com has successfully enabled a variety of
innovators to establish early leadership in high-growth business-to-business e-commerce vertical
segments with its technology. By integrating MarketStream within Calico eSales, we are well
positioned to serve the most important growth segments of the business-to-business e-commerce
market,'' said Naumann.
Craig Norris, president and CEO of ConnectInc.com, said, ''The demand for complete
business-to-business e-commerce solutions is exploding. We are excited to join forces with a
proven leader such as Calico, a key supplier to such e-commerce pioneers as Cisco and Dell. We
believe that Calico and ConnectInc.com's customers will be well served by our joint electronic
commerce offerings and we look forward to working together to expand our solutions into new
markets.''
About the Transaction
The agreement is structured as a stock for stock merger and will be accounted for as a purchase
transaction. Calico will issue approximately 1.2 million shares, at the rate of .081 per share of
its stock for each share of ConnectInc.com, for a total consideration of approximately $90
million at current prices. The parties expect that the transaction will close in calendar Q1, 2000
after obtaining shareholder and various regulatory approvals.
About eSales
Calico eSales is an integrated suite of applications that enables companies to sell complex
products over the web and turbo-charge their existing channels. Calico eSales unifies marketing
content and product data to guide buyers through a personalized purchasing process based on
their unique profiles. Calico eSales extends beyond the buying process to engage customers after
the sale in an ongoing dialogue based on their expressed and implied needs. Unlike sell-side
solutions designed to provide self-service buying of low-priced or standard products, Calico
eSales drives big-ticket and custom product sales over the web direct to customers or through
existing channels. Calico customers realize dramatic economic benefits from eSales
deployments, while achieving significant competitive advantage and improved customer
satisfaction. Calico has gained substantial experience providing e-commerce solutions to global
leaders such as Dell, Gateway, Kodak, Nortel and Merrill Lynch.
About MarketStream
ConnectInc.com's MarketStream 2.0 is a Java-based solution designed for business-to-business
electronic commerce. Using MarketStream, companies are able to build direct, hub and
exchange-based digital markets. MarketStream integrates all of the core elements required to
construct ''many-to-many'' digital marketplaces including product catalog, order management
and business-to-business e-commerce process functionality. MarketStream provides unique
features to support the needs of buyers, sellers, market makers and the variety of roles found in
business-to-business settings, such as approvers. MarketStream supports a wide range of
e-commerce process rules related to contracts, pricing policy, approval processing, order
management and a variety of others. By using its MarketStream 2.0 e-commerce application
software, ConnectInc.com has enabled such companies as Home Depot's Maintenance
Warehouse, GrowZone, HomePortfolio NextMonet, and Promedix to build leading edge digital
market places.
Calico and ConnectInc.com also signed an OEM agreement where Calico will resell
MarketStream 2.0 as an integrated part of the Calico eSales Suite. Calico will market
ConnectInc.com products under the name ''eSales Market Maker''. The product will be
integrated into the Calico eSales Suite of applications and will ship in December, 1999.
About Calico Commerce, Inc.
Calico Commerce, Inc., headquartered in San Jose, Calif. and with offices throughout the
United States and Europe, is a provider of software and services that enable customers to engage
in e-commerce by selling complex products and services over the Internet. Calico eSales is a
personalized Web-based buying and selling solution that enables customers to create a unique
process to interact with their customers to improve selling effectiveness and customer
satisfaction. Calico eSales can be deployed across the Internet, intranets, extranets and corporate
networks and can be accessed through desktop and mobile computers and retail kiosks. Calico
Commerce, Inc. can be found on the World Wide Web at calico.com
About ConnectInc.com
ConnectInc.com is a leading provider of technology and services that dynamically connect
buying and selling companies via the Internet. By using its ''MarketStream'' e-commerce
application software, ''URLe2Market.com'' (early to market) practice for launching and hosting
early stage dotcom startups, and ''Your MarketStream'' OEM branded version of MarketStream,
ConnectInc.com enables companies to build open, e-business platforms to compete more
effectively in the Internet economy. For more information, access the ConnectInc.com World
Wide Web site at connectinc.com
This release may contain projections or other forward-looking statements regarding future events
or the future financial performance of Calico and ConnectInc.com that involve risks and
uncertainties. Readers are cautioned that these statements are only predictions and may differ
materially from actual future events or results. The forward-looking statements in this release
address a variety of subjects including, for example, the expected closing date and the potential
benefits of the merger. The following factors, among others, could cause actual results to differ
materially from those described in these forward-looking statements: the inability of Calico and
ConnectInc.com to integrate their businesses successfully; the failure to realize the synergies and
other perceived advantages resulting from the merger; costs and potential litigation associated
with the merger; the failure to obtain the approval of ConnectInc.com's stockholders; the
inability to obtain, or meet conditions imposed for, applicable regulatory and tax requirements
relating to the merger; the ability to retain key personnel both before and after the merger; and
increased competition and technological changes in the industries in which Calico and
ConnectInc.com compete. For a detailed discussion of these and other cautionary statements,
please refer to Calico's and ConnectInc.com's filings with the Securities and Exchange
Commission, including the Annual Report on Form 10-K of ConnectInc.com for the year ended
December 31, 1998 and their respective Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1999.
Contact:
Calico Commerce, Inc.
Arthur F. Knapp, Jr, 408/278-7336
Chief Financial Officer
aknapp@calico.com
or
Calico Commerce, Inc.
Matt DiMaria, 408/975-7418
VP of Marketing
mdimaria@calico.com
or
Calico Commerce, Inc.
Katie Belding, 408/808-7655
kbelding@calico.com
or
ConnectInc.com
Kevin Berry, 650/254-4000
Chief Financial Officer
kberry@connectinc.com
or
ConnectInc.com
Dave Wippich, 650/254-4050
EVP of Marketing and Sales
dave@connectinc.com
or
The Horn Group
Deborah Souza, 415/905-4022
dsouza@horngroup.com |
