|
Press Release |
|||
|
Broadbase Software Agrees to Acquire ServicesoftCompanies Unite to Provide First Intelligent Platform for Building Rock-Solid Customer Relationships; Establishes Broadbase as Clear Leader in eCRMMENLO PARK, Calif., Sept. 18 -- Broadbase Software, Inc., (Nasdaq: BBSW) the leading provider of customer-focused analytic and marketing automation applications, announced today that it has signed a definitive agreement to acquire privately held Servicesoft, Inc., the leading provider of intelligent e-service solutions. With this announcement, Broadbase reaches a new level of leadership in intelligent customer interactions by creating the industry's first integrated eCRM suite that provides a single analytic and operational solution. From its founding, Broadbase has maintained a singular vision to create packaged, scaleable software products that enable e-businesses to drive intelligent customer interactions across all touch points and proactively develop lasting relationships with their most valuable assets: their customers.Under terms of the transaction, Broadbase will issue in exchange for all securities of Servicesoft, a combination of approximately 35.1 million shares of its common stock and options and warrants to purchase its common stock, representing approximately 36.5% of the combined company on a fully diluted basis. The transaction will be accounted for as a purchase. The acquisition is subject to customary closing conditions, including the approval of Broadbase's and Servicesoft's shareholders and regulatory approvals. At the time of signing, a majority of Servicesoft's shareholders have executed voting agreements and have agreed to vote in favor of the deal. Broadbase and Servicesoft have a total of more than 600 employees. With this acquisition, Broadbase now provides a closed-loop platform for intelligent customer interactions across all touch points, whether sales, marketing or service. Together, Broadbase and Servicesoft have more than 400 global e-business customers in financial services, retail, telecommunications, e-commerce, and technology including Cisco Systems, BEA Systems, Fidelity Investments, IBM, Hewlett Packard, Motorola, United Airlines and Verizon. ``Customers must be able to define their relationship with an e-business on their own terms,'' said Henry Morris, Research Vice President, Data Warehousing and Applications at IDC. ``Solutions like those provided by Broadbase with its acquisition of Servicesoft are critical to providing the analytic and operational infrastructure that unites inbound and outbound transactions on the terms of the customer.'' ``This landmark announcement extends our leadership and redefines the landscape of eCRM,'' said Chuck Bay, CEO of Broadbase. ``The focus on the customer has never been greater, and it's a logical extension for us to embrace the critical area of e-service in our vision of providing intelligent customer interactions across all touch points. Especially important is that our companies' product-focused approaches will rapidly integrate to provide the most comprehensive intelligent eCRM software suite on the market today.'' Mr. Bay continued, ``Upon completion of the transaction, Broadbase will have over 70 quota carrying representatives who are skilled in complex, enterprise-level selling, and we will add an incredible pool of cutting-edge talent to our already world-class engineering organization. Combined with our complementary product-based technologies and a common customer-focused vision, we are poised to execute a rapid integration of our organizations.'' ``It's becoming clear that customers doing business on the web want the option of intelligent service on the web. Now for the first time, e-businesses have a single, integrated solution that closes the loop of inbound and outbound customer interactions,'' said Massood Zarrabian, CEO of Servicesoft. ``Together, we're providing a platform that combines best-of- breed analytics and knowledge-based, proactive customer service that will be the de facto standard for real time intelligent, ongoing and automated customer interactions, benefiting consumers, suppliers and trading partners.'' About Broadbase Broadbase Software is the leading provider of customer-focused analytic and marketing automation applications that analyze customer data from multiple touch points, and use that information to execute marketing campaigns, improve online merchandising and content, increase site stickiness and personalize all customer interactions. Broadbase applications are designed for rapid time to value and have been implemented in as few as 15 days. Broadbase has provided critical e-commerce infrastructure to more than 250 customers, including ADP, BEA Systems, Cisco Systems, Fidelity Investments, Hewlett Packard, InsWeb, Kodak, LoanCity.com, Mercata.com, Onvia.com, The Sharper Image and United Airlines. Broadbase is headquartered in Menlo Park, California and has a rapidly growing global presence with locations throughout North America, Europe and Asia. For more information, visit Broadbase at www.broadbase.com . About Servicesoft Servicesoft, Inc. is a leading provider of intelligent eService solutions. Its breakthrough eService solution Servicesoft 2001 combines self-help and assisted service, e-mail management, live collaboration and more using a single, intelligent knowledge platform. As the only truly integrated, multi-channel eService solution on the market today, Servicesoft 2001 enables businesses to provide extraordinary, proactive customer service via the Internet, ultimately helping companies to increase customer loyalty and satisfaction, reduce operating expenses and increase overall return on investment. Furthermore, Servicesoft solutions maximize an organization's call center and e-commerce investments by easily integrating with the existing technology, including automatic call distributors (ACD), customer relationship management (CRM) systems, databases, and e-commerce applications. Major companies worldwide, such as Cisco Systems, Motorola, IBM, Eddie Bauer, GTE, and Verio rely upon the company's award-winning offerings. The company's partners include leading call center, system integration, and customer relationship management companies. Servicesoft has global headquarters in Natick, Massachusetts, and offices throughout the U.S., Canada and Europe. For more information, visit Servicesoft at www.servicesoft.com . PRESS AND ANALYST NOTE: A media teleconference is scheduled for Monday, September 18 at 2:30 p.m. PDT/5:30 p.m. EDT. Domestic dial-in: 800-633-8549 and International: 415-904-2401. Ask for the Broadbase conference call. If you prefer to hear the conference call on the Internet, please go to the Broadbase Software web site at www.broadbase.com and click the ``investor relations'' button for the conference web cast. NOTE: Broadbase is a trademark of Broadbase Software, Inc. All other product and company names may be trademarks of their respective companies. This document includes forward-looking statements, including those that describe the anticipated results of combining the product lines and businesses of Broadbase and Servicesoft. Those statements are subject to significant risks and uncertainties and actual results could differ materially from those indicated in the forward-looking statements. The expected benefits of the proposed combination may not be realized for a number of reasons including the following. The merger may not be approved by the stockholders of Broadbase and the other conditions of closing may not be satisfied. The announcement of the merger may disrupt the companies' normal sales cycles because their sales forces may be distracted by the pending business combination or because customers may delay new orders until the merger is closed and the sales forces and product lines are combined. The combined product lines may not be as broad as those of some of the competitors of Broadbase and Servicesoft, and the merger could cause Broadbase's business partners and potential competitors to acquire other product lines that would compete directly with the combined company. Moreover, Broadbase may not be able to rapidly integrate the operations of Servicesoft, retain the key employees of Servicesoft or effectively manage those employees, who are located near Boston, Massachusetts, while Broadbase is headquartered in Menlo Park, California. In order to attain the desired levels of market penetration of Servicesoft's products, Broadbase may be required to broaden the platforms on which they operate from Windows/NT to Unix and other platforms. In addition, the combined company may not achieve the increase in revenues that it expects or the optimal mix between license and service revenues that it targets to achieve its profitability goals. Key Questions and Answers What is the announcement? Broadbase Software, Inc. today announced that it has signed a definitive agreement to acquire privately held Servicesoft, Inc., the leading provider of intelligent e-service applications. With this announcement, Broadbase reaches a new level of leadership in intelligent customer interactions by creating the industry's first integrated eCRM suite that provides a single, integrated analytic and operational solution. From its founding, Broadbase has maintained a singular vision to create packaged, scalable software products that enable e-businesses to drive intelligent customer interactions across all touch points and proactively develop lasting relationships with their most valuable assets: their customers. Together, Broadbase and Servicesoft have more than 400 global e-business customers in financial services, retail, telecommunications, e-commerce, and technology including Cisco Systems, BEA Systems, Fidelity Investments, IBM, Hewlett Packard, and Motorola amongst others. Additional Point: This combination redefines the e-business landscape by launching the market's first Web-based product suite that combines best-of-breed analytics with operational e-marketing and e-service applications. Additional Point: This powerful combination allows e-businesses to create an intelligent, unified view of their customers and can launch proactive, personalized service offerings and marketing campaigns. Who is Broadbase? Broadbase Software is the leading provider of customer-focused analytic and marketing automation applications. Their software analyzes customer data from multiple touch points, and uses that information to execute marketing campaigns, improve online merchandising and content, increase customer loyalty and personalize all customer interactions. -- Leading provider of customer centric analytic solutions and E-marketing automation applications. -- Comprehensive analytic software suite comprising E-Marketing, Analytics, and E-Commerce adapters. -- 250+ customers across all verticals. -- Customer examples: HP, Cisco, BEA Systems, AMD, Xerox, Nortel, Fidelity Investments, Cannon. -- World class partners: BroadVision, Art Technology Group, HP, Nortel (Clarify), Ariba Who is Servicesoft? Servicesoft, Inc. is a leading provider of intelligent eService solutions. Servicesoft's knowledge-based software products and professional services help both traditional and Internet businesses provide superior Internet-based service, or e-service, to their customers, employees and business partners. -- Leading provider of intelligent eService solutions. -- Comprehensive eService solutions; for self-service, e-mail management, text chat, live collaboration, and outbound email campaigns, all based upon a sophisticated knowledge base that delivers the consistent information and advice required to accurately answer customer (and employee) inquiries, independent of the communication channel used. -- 180+ customers across all verticals. -- Customer examples: GTE, Cisco, Akamai, Eddie Bauer, Getronics, Nortel. -- World-class partners: EDS, Siebel, IBM, Peoplesoft (Vantive), Nortel (Clarify), Unisys, KPMG, and British Telecom. What is the strategic fit of Servicesoft to Broadbase? The acquisition of Servicesoft completes Broadbase's vision of a single, integrated, intelligent eCRM software suite. Broadbase's vision is to provide a single view of the customer that enables insight and action across every touch point in real time. By managing every customer interaction with one integrated eCRM platform, Broadbase software allows companies to deploy a solution where customer insight and operational action become one. Analytic eCRM and Operational eCRM are no longer separate domains -- analytic insight drives customer interaction, and customer interaction feeds analytic insight. Marketing, Sales (eCommerce), and Customer Service can no longer be isolated functions within a company. Each department's actions have an impact on how the other treats the customer. Information is shared across organizations and acted on in real time, creating an optimized customer experience. With the addition of Servicesoft, Broadbase now has a complete single, enterprise-wide view of the customer across all touch points. This will enable eBusinesses to build customer loyalties and drive profitability. What were the strategic considerations for the Servicesoft transaction? 1. Servicesoft provides "best-of-breed" product technology -- Knowledge platform ... utilizing expert reasoning -- incorporates multiple search and retrieval levels of artificial intelligence. -- Servicesoft's artificial intelligence is external focused which provides customers with a more effective and efficient self help platform 2. Significant Up sell/Cross sell opportunities -- Increases penetration of complementary and non-competitive customers. -- Integrated customer interaction suite enables customer wins that neither company could achieve independently. -- Large installed customer base that have yet to purchase eService analytics. -- Existing customer overlap demonstrates significant demand for integrated solution (e.g. Akamai, Nortel, Cisco). -- Ongoing customer requests for eService analytics supports significant demand. 3. Broadens Broadbase's product footprint -- Combination expands Broadbase's product footprint to the most comprehensive suite of web centric integrated intelligent customer interaction analytics and eCRM operational applications. -- Suite enables combined company to sell modules of complete integrated offering into broader addressable market. -- Enables continued leverage of key strategic partners ... BroadVision, HP, BEA Systems, ART Technology Group, Ariba, and others. What products does Broadbase sell? Broadbase sells a suite of customer-focused analytic and marketing automation applications that analyze customer data from multiple touch points, and use that information to execute marketing campaigns, improve online merchandising and content, increase site stickiness and personalize all customer interactions. Products include analytics for E-Marketing, E-Commerce, E-Service, E-Procurement, and E-Marketplace; a Real time optimizer; and a robust marketing automation application. Pre-packaged adapters are available for the leading eCommerce software suppliers, such as Art Technology Group, BEA Systems, BroadVision, and Intershop. What products does Servicesoft sell? Servicesoft sells an intelligent eService solution. Servicesoft enables businesses to provide extraordinary, proactive customer service via the Internet. Servicesoft enables online businesses to provide preemptive, instantaneous and assisted resolution to issues -- eliminating the disparity between the quality of eService and traditional customer service. This proactive approach to eService also increases customer satisfaction through self-service and interactive web pages by empowering customers to help themselves, and in turn free up customer service agents to handle priority and complex issues. How do the technologies interface? The Broadbase and Servicesoft products integrate in a couple of ways. First, Broadbase's analytic applications extract information from the Servicesoft applications to perform analysis of customers and their service interactions with an e-business. This customer intelligence is then automatically fed back into the Servicesoft applications; thereby making for smarter customer interactions each time a transaction occurs. In addition, information about a customer's service history can be sourced to the Broadbase E-Marketing application, allowing for more targeted campaigns based on an intelligent understanding of every interaction a customer has with an e-business. How will customers benefit? From its founding, Broadbase has maintained a singular vision to create packaged, scalable software products that enable e-businesses to drive intelligent customer interactions across all touch points and proactively develop lasting relationships with their most valuable assets: their customers. With the acquisition of Servicesoft, e-businesses now have an integrated, intelligent eCRM suite in which they close the loop for all inbound and outbound customer interactions across all touch points, whether sales, marketing or service. Together, the companies provide a platform that combines best-of-breed analytics, web-based marketing automation and proactive customer service that is the de facto standard for real time intelligent, ongoing and automated interactions. Who are Broadbase's and Servicesoft's combined customers? What vertical markets do they sell into? Together, Broadbase and Servicesoft have more than 400 global e-business customers in financial services, retail, telecommunications, e-commerce, and technology, including such market leaders as ADP, Akamai, BEA Systems, Cannon, Cisco Systems, Eddie Bauer, Fidelity Investments, GTE, Hewlett Packard, IBM, Inktomi, Kodak, Mercata.com, Monster.com, Motorola, Nextel, Nike, Nortel, Onvia.com, The Sharper Image, United Airlines, Verio, and Xerox. What makes Servicesoft unique relative to its competition? Servicesoft provides "best-of-breed" product technology: -- Knowledge platform -- platform incorporates multiple search and retrieval levels of artificial intelligence. -- Servicesoft's artificial intelligence is external focused which provides customers with a more effective and efficient self help platform. -- A complete eService offering; best-in-class applications for self-service, e-mail management, text chat, live collaboration, and outbound email campaigns, all based upon a sophisticated knowledge base. How does this change your competitive landscape? With this announcement, Broadbase will combine its intelligent analytics, campaign management, and real-time personalization with Servicesoft's multi-channel intelligent eService applications to up-sell, cross-sell, or simply better sell, service, and market to each customer based on his, or her, personal needs and preferences. The combination of these two companies provides a broad suite of web-based eCRM solutions for eBusiness, that no other competitor can match. Competitors include: -- In-house organizations within companies that are trying to "stitch together" incomplete offerings, -- Consulting-services based companies (e.g. E.piphany), -- Traditional CRM back office software suppliers (e.g. Siebel) that are attempting to move their offerings to the web, and -- Niche eCRM software suppliers (e.g. Informatica, Market First, Annuncio, SAS, Accrue) that offering individual pieces of the overall solution that Broadbase now offers. Combining Servicesoft's eService suite with Broadbases's Analytic offerings, E-Marketing operational offering and E-Commerce operational adapters, defines a new level of intelligent customer interaction software that clearly stands above the competition. Why this combination? Were there other candidates that Blastoff considered? [Broadbase could not have found a more complementary fit than Servicesoft in terms of product, people and customers. Again, for the reasons we have discussed, Broadbase's believes Servicesoft is the leader in its space. Servicesoft provides us with: -- Best-of-breed technology -- Servicesoft's artificial intelligence is external focused which provides customers with a more effective and efficient self help platform -- Significant Up sell/Cross sell opportunities -- Broadens Broadbase's product footprint -- Talent and geography of Servicesoft team What are the product integration plans? Both Broadbase and Servicesoft have open and flexible technology platforms that can be used together immediately. Over the next several months, future integration plans will be mapped out to connect the marketing automation and operational service environments. What is the timeline for integrating the companies? An integration team with broad representation from Broadbase and Servicesoft will be formed immediately and we expect integration as soon as practically possible. At this time, management believes functional integration of technology platform is achievable within six months. In the immediate term, we will take advantage of our similar web-based architecture to begin the initial steps of integrating our product suites. What are the significant challenges involved in integrating the two companies likely to be? The management team believes that all potential aspects of this transaction have been thoroughly considered and reviewed. Furthermore, with the recent management talent that Broadbase has added over the last year, and the acquisition experience that this team has been involved in, both prior to Broadbase and most recently at Broadbase (e.g. Rubric, Aperio, Panop.com, and Decisionism acquisitions), the team believes that any challenges that lie ahead can be dealt with appropriately. What are the terms of the deal? Under terms of the agreement, Broadbase will issue approximately 35.1 million shares of its common stock and options to purchase its common stock, to the shareholders and option holders, of Servicesoft, or approximately 36.5% of the combined company on a fully diluted basis. The transaction will be accounted for as a purchase transaction. The acquisition is subject to customary closing conditions, including the approval of Broadbase's and Servicesoft's shareholders and regulatory approvals. How will the acquisition impact revenues and profitability? It is expected that Broadbase's path to profitability will not be affected by the acquisition of Servicesoft. How many employees will this add to Broadbase? Combined, Broadbase will have over 600 employees. Where does Servicesoft have offices? Servicesoft has global headquarters in Natick, Massachusetts and has sales offices throughout the U.S., Canada and Europe. The Company's European, Middle East and Africa (EMEA) headquarters are located in the United Kingdom. Forward Looking Statement Disclosure This presentation includes forward-looking statements, including those that describe the anticipated results of combining the product lines and businesses of Broadbase and Servicesoft. Those statements are subject to significant risks and uncertainties and actual results could differ materially from those indicated in the forward-looking statements. The expected benefits of the proposed combination may not be realized for a number of reasons including the following. The merger may not be approved by the stockholders of Broadbase and the other conditions of closing may not be satisfied. The announcement of the merger may disrupt the companies' normal sales cycles because their sales forces may be distracted by the pending business combination or because customers may delay new orders until the merger is closed and the sales forces and product lines are combined. The combined product lines may not be as broad as those of some of the competitors of Broadbase and Servicesoft, and the merger could cause Broadbase's business partners and potential competitors to acquire other product lines that would compete directly with the combined company. Moreover, Broadbase may not be able to rapidly integrate the operations of Servicesoft, retain the key employees of Servicesoft or effectively manage those employees, who are located near Boston, Massachusetts, while Broadbase is headquartered in Menlo Park, California. In order to attain the desired levels of market penetration of Servicesoft's products, Broadbase may be required to broaden the platforms on which they operate from Windows/NT to Unix and other platforms. In addition, the combined company may not achieve the increase in revenues that it expects or the optimal mix between license and service revenues that it targets to achieve its profitability goals. Safe Harbor Statement Please be reminded that any remarks that may be made about future expectations, plans, or prospects for the companies in this presentation or in the press release announcing the merger constitute forward-looking statements for the purpose of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Each company's actual results and the results of the merged company post-closing may differ materially from those indicated by these forward-looking statements as a result of various important factors including those discussed in any filings that the companies have made with the SEC. Editorial Contact: Alicia Levine PAN Communications 978/474-1900 alevine@pancomm.com top of page |
|||