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 |
