ATG Provides Update to Shareholders on Proposed Acquisition of Primus Knowledge Solutions, Inc.; Company Strongly Urges Shareholders to Vote in Favor of Primus Acquisition.CAMBRIDGE, Mass. -- ATG ATG antithymocyte globulin. lymphocyte immune globulin (antithymocyte globulin equine, ATG, ATG equine, LIG) Atgam Pharmacologic class: Immunoglobulin Therapeutic class: Immunosuppressant (Art Technology Group, Inc., NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ARTG ARTG Australian Register of Therapeutic Goods ) has issued the following letter to shareholders: October 1, 2004 To Fellow Stockholders of Art Technology Group, Inc. YOUR VOTE IS VERY IMPORTANT On October 22, 2004, Art Technology Group, Inc. will take an important step towards its future. On that date, our stockholders will be asked to approve our proposed acquisition of Primus Knowledge Solutions, Inc. We believe that our acquisition of Primus will enable ATG to become an industry leader in eCommerce and eService, and put us on the path to growth and profitability. Your Board of Directors unanimously supports the acquisition. Customers and industry experts understand and approve of the rationale for the combination. The choice is now up to you, the ATG stockholders. Your vote is crucial to the financial and strategic future of ATG. Please take the time to sign, date and mail the enclosed WHITE PROXY CARD A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. today! ATG WILL BECOME A STRONGER COMPANY WHEN COMBINED WITH PRIMUS WITH IMPROVED PROSPECTS FOR PROFITABILITY AND GROWTH The combination of ATG and Primus will create one of the largest online commerce and service software companies. The transaction is a clear win for both companies' shareholders, customers, employees and partners. We believe the combined company will: --Deliver the industry's most integrated customer experience solution, combining ATG's strength in online sales and marketing with Primus' strength in customer service software --Be one of the few players in the eCommerce and eService industry that have the critical mass necessary to compete effectively and meet the expanding needs of our customers --Have strong cross-selling and up-selling revenue potential within our combined customer base --Achieve annual operating synergies of $18 million to $20 million ($15 million to $17 million after amortization of intangibles related to the transaction). This would result in total spending before amortization of intangibles of $86 million to $88 million --Be profitable in the first half of 2005 The eService market, while poised for rapid growth, remains highly fragmented. Industry experts agree that consolidation is likely in the near future. We believe that the acquisition of Primus will allow ATG to be one of the winners in this consolidation. Adding Primus' products and technical expertise to ATG creates an e-business powerhouse, with the breadth of technology and critical mass that will greatly enhance the combined company's growth opportunities. A DISSIDENT SHAREHOLDER GROUP SEEKS TO BLOCK THE PRIMUS MERGER On September 28, 2004, a group of ATG stockholders calling itself "the MWTG Group" filed with the Securities and Exchange Commission a preliminary proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. stating that it intended to solicit proxies from holders of ATG common stock to vote AGAINST the Primus merger. You should ask yourself some basic questions about these people and their activities: WHO IS THE MWTG GROUP? --Are they really "supporters" of ATG, with the long-term interest of ATG stockholders at heart? --Or are they professional dissident shareholders dissident shareholders Shareholders who oppose a firm's management or management policy. For example, dissident shareholders of Hewlett-Packard opposed that firm's offer to purchase Compaq Computer. seeking to advance their own interests at your expense? In their preliminary proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other , the members of the MWTG Group seek to portray themselves as long-term ATG stockholders with a 10+ year relationship and "enormous respect for ATG." But there are some things they didn't tell you about their background, methods and objectives: --Most of the ATG stock the MWTG Group holds was accumulated in a series of almost daily purchases in July and August 2004, at an estimated cost (based on the average of the high and low sale prices reported by Nasdaq on each trade date) of $0.93 per share. They continued to purchase shares after the announcement of the merger they claim to oppose, including as recently as several days ago. --Members of the MWTG Group have collaborated in a string of disruptive proxy campaigns similar to this one, aimed at enabling them to get control of, or to extract concessions from, various companies. For example, did you know that: --A group organized by Strategic Software Holdings, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("SSH (Secure SHell) A security protocol for logging into a remote server. SSH provides an encrypted session for transferring files and executing server programs. Also serving as a secure client/server connection for applications such as database access and e-mail, SSH supports a "), a company with which members of the MWTG Group--including James Dennedy, its principal spokesman--are closely affiliated, initiated a proxy fight Proxy Fight When a group of shareholders are persuaded to join forces and gather enough shareholder proxies to win a corporate vote. This is sometimes also referred to as a proxy battle. Notes: This term is mainly used in the context of takeovers. to obtain control of Mercator Software Inc. The group ultimately agreed to abandon its proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. and support management's slate of directors in exchange for a payment of $300,000 and a consulting contract for SSH's chairman. --Members of the MWTG Group joined in a proxy contest by a group led by Barington Capital Equity Partners, L.P. against the management of Payless ShoeSource Payless ShoeSource is a discount footwear retailer that was founded in 1956 in Topeka, Kansas. Shaol Pozez and his cousin Louis Pozez founded and operated Payless Shoes. In 1961, it became a public company as Volume Shoe Corporation. , Inc. Payless filed suit against the Barington group, charging that they were soliciting proxies in violation of federal securities laws. In May 2004, the Payless stockholders rejected the Barington group's slate of directors, and elected the directors nominated by Payless. Despite the shareholder democracy rhetoric in the MWTG Group's letters, make no mistake: the members of the MWTG Group are savvy operators with an agenda that may not be aligned with yours and that of other ATG shareholders. ATG'S MANAGEMENT AND BOARD HAVE A CLEAR STRATEGY FOR ATG'S FUTURE ATG's management and Board of Directors have a strategic plan for our company. The Primus acquisition is a key element of that strategy. Our plan involves combining our two companies' complementary product sets, technologies and customer bases, growing revenue and taking aggressive steps to reduce the cost structure of the combined companies, to create an industry-leading software company with the scale and resources to compete effectively in a rapidly consolidating industry. THE MWTG GROUP HAS NO VIABLE PLAN FOR ATG'S FUTURE In their preliminary proxy statement, the MWTG Group states that "we do not believe that ATG should stand still." However, they have not presented a viable alternative to our merger proposal. The MWTG Group's plan for ATG seems to be to abandon the Primus merger and shrink the company by drastically cutting operating costs operating costs npl → gastos mpl operacionales -- including costs associated with developing and marketing new products, obtaining new customers and otherwise growing the business -- and then just "hunker down Hun´ker down v. 1. to crouch or squat; to sit on one's haunches. 2. to settle in at a location for an extended period; - also (figuratively) to maintain a position and resist yielding to some pressure, as of public opinion. 3. " and wait. We do not think that this plan is viable. We believe the MWTG Group's defeatist de·feat·ism n. Acceptance of or resignation to the prospect of defeat. de·feat ist adj. & n.Noun 1. , passive approach will result in erosion of our customer base and leave ATG in a weak and vulnerable position in a rapidly consolidating industry. This is clearly not in the interest of ATG's stockholders. WHAT IS THE MWTG GROUP'S REAL AGENDA? A costly, disruptive proxy battle with the MWTG Group over the Primus merger is not in the best interest of ATG and its stockholders, and your Board of Directors and management have done their best to avoid it. We have had a number of meetings and communications with representatives of the MWTG Group, and listened carefully to their ideas and suggestions. We have taken specific actions and offered concrete written proposals to address their stated concerns. But we have been unable to reach agreement with the MWTG Group, largely because their position keeps changing. The MWTG Group has given, and continues to give, conflicting messages about its intentions and objectives. In its preliminary proxy materials filed with the SEC on September 28, 2004, the MWTG Group recommended that ATG stockholders vote against the Primus acquisition and stated that "we remain determined to stop the proposed merger from being implemented." Yet, within hours after filing this preliminary proxy statement, MWTG Group made a written proposal to ATG to abandon its proxy contest and vote in favor of the merger, if only ATG would replace two incumbent ATG directors with nominees acceptable to the MWTG Group, revise its financial guidance for 2005 and take other steps unrelated to the merger. In light of this remarkable contradiction, ask yourself: is the MWTG Group really opposed to the merger? Or are they seeking to use opposition to the merger--including your vote--as a bargaining chip bar·gain·ing chip n. Something, especially an inducement or concession, used as leverage in negotiations: "A bargaining chip is ultimately worthless if you're not willing to bargain it away" to achieve an undisclosed agenda of their own? If you sign the MWTG Group's proxy, do you know what you're really supporting? CAST A VOTE FOR ATG'S FUTURE: VOTE YOUR WHITE PROXY CARD TODAY! We strongly believe that together we have an opportunity to create an exciting new future for ATG. Please read the proxy materials you have received from ATG, and carefully consider the questions above. We believe that when you have done so, you will be as enthusiastic about the opportunities presented by the Primus merger as we are. Your vote is crucial to ATG's future! Please sign and return your WHITE PROXY CARD today, so that your shares will be included in the final tally at the special meeting. If you have questions, or need assistance in voting or changing your vote, please contact: MacKenzie Partners, Inc. 105 Madison Avenue Madison Avenue, celebrated street of Manhattan, borough of New York City. It runs from Madison Square (23d St.) to the Madison Bridge over the Harlem River (138th St.). In the 1940s and 50s, some of the major U.S. New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10016 (800) 322-2885 Your management and Board of Directors thank you for your support. Sincerely, Robert D. Burke President and Chief Executive Officer ABOUT PRIMUS KNOWLEDGE SOLUTIONS, INC. Primus Knowledge Solutions (NASDAQ: PKSI) develops award-winning software that enables companies to provide a superior customer experience via contact centers, help desks, Web self-service, and electronic communication channels. Primus technology powers every interaction with knowledge to increase customer satisfaction and reduce operational costs. The company continues to receive industry accolades for its robust product platform, including a 2004 CRM (Customer Relationship Management) An integrated information system that is used to plan, schedule and control the presales and postsales activities in an organization. Excellence Award and 2004 Users Choice Award for Primus(R) KnowledgeCenter, and "Strong Positive" ratings from Gartner, the leading provider of research and analysis on global IT, in both the Web Self-Service Gartner MarketScope for 1H04 and the ERMS See e-mail response management. Gartner MarketScope for 1H04. In 2003, Primus received the STAR Award for "Best Support Technology Vendor" from the Service & Support Professionals Association (SSPA SSPA Solid State Power Amplifier SSPA Service and Support Professionals Association SSPA Software Support Professionals Association SSPA Short Statured People of Australia Inc. SSPA Submicron Signal Processor Architecture ), was recognized for its trend-setting products and named one of the "100 Companies that Matter in Knowledge Management" by KMWorld magazine, and received the CRM Excellence Award from the editors of Customer Interaction Solutions magazine. Global organizations such as Allied Irish Bank, The Boeing Company, CompuCom, EMC (1) (EMC Corporation, Hopkinton, MA, www.emc.com) The leading supplier of storage products for midrange computers and mainframes. Founded in 1979 by Richard J. Egan and Roger Marino, EMC has developed advanced storage and retrieval technologies for the world's largest companies. , Ericsson, Inc., Fujitsu Limited, Inc., IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) , HSBC HSBC Hongkong and Shanghai Banking Corporation HSBC Humane Society of Broward County (Florida) HSBC Humane Society of Bay County (Bay County, Michigan) , Orange, Motorola, 3Com, and T-Mobile rely on Primus technology to enhance their customer service and support initiatives. Visit www.primus.com for more information. ABOUT ATG ATG (Art Technology Group, Inc., NASDAQ: ARTG) delivers innovative software to help high-end consumer-facing companies create a richer, more adaptive interactive experience for their customers and partners online and via other channels. ATG has delivered category-leading e-business solutions to many of the world's best-known brands including A&E Networks, American Airlines American Airlines Major U.S. airline. American was created through a merger of several smaller U.S. airlines and incorporated in 1934. It continued to buy the routes of other airlines, becoming an international carrier in the 1970s; its routes include South America, the , AT&T Wireless, Best Buy, Fidelity Investments Fidelity Investments is a group of privately held companies in the financial services industry. It is made up by two independent but closely cooperating companies, Fidelity Management and Research Corporation (FMR Co. , France Telecom, Friends Provident Friends Provident plc (LSE: FP.) manages a life assurance business mainly based in the United Kingdom and with offices throughout the world. Friends Provident is a financial services group and a member of the FTSE100 Index. , Hewlett-Packard, InterContinental Hotels Group InterContinental Hotels Group (IHG) (LSE: IHG NYSE: IHG) is a multinational company which operates several hotel brands. The largest hotel company by number of rooms (556,000 as of March 2007 [1]), its headquarters are in Windsor just outside Greater London and , Kingfisher, Merrill Lynch Merrill Lynch & Co., Inc. (NYSE: MER TYO: 8675 ), through its subsidiaries and affiliates, provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related products and services on a global basis. , Neiman Marcus Neiman Marcus U.S. department-store chain. It was founded in Dallas, Texas, in 1907 by Herbert Marcus, his sister Carrie Marcus Neiman, and her husband, A.L. Neiman. , Philips, Procter & Gamble, Target, US Army, US Federal Aviation Administration Federal Aviation Administration (FAA), component of the U.S. Department of Transportation that sets standards for the air-worthiness of all civilian aircraft, inspects and licenses them, and regulates civilian and military air traffic through its air traffic control , Warner Music, and Wells Fargo Wells Fargo armored carriers of bullion. [Am. Hist.: Brewer Dictionary, 1147] See : Protectiveness Wells Fargo company that handled express service to western states; often robbed. [Am. Hist. . The company is headquartered in Cambridge, Massachusetts This article is about the city of Cambridge in Massachusetts. For the English university town, see Cambridge, England. For other places, see Cambridge (disambiguation). Cambridge, Massachusetts is a city in the Greater Boston area of Massachusetts, United States. , with additional locations throughout North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , Europe, and Asia. For more information about ATG, please visit www.atg.com. (C) 2004 Art Technology Group, Inc. ATG and Art Technology Group are registered trademarks of Art Technology Group, Inc., and ATG Adaptive Customer Assistance is its service mark. All other product names, service marks, and trademarks mentioned herein are trademarks of their respective owners. Additional Information About The Acquisition And Where To Find It ATG has filed a registration statement on Form S-4 in connection with the transaction, and ATG and Primus have mailed a joint proxy statement/prospectus to their respective stockholders in connection with the transaction. Investors and security holders of ATG and Primus are urged to read the joint proxy statement/prospectus because it contains important information about ATG, Primus and the transaction. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus at the SEC's Web site at www.sec.gov. A free copy of the joint proxy statement/prospectus may also be obtained from ATG or Primus. ATG and Primus file annual, quarterly and special reports, proxy and information statements, and other information with the SEC. Investors may read and copy any of these reports, statements and other information at the SEC's public reference rooms located at 450 5th Street, N.W., Washington, D.C., 20549, or any of the SEC's other public reference rooms. Investors should call the SEC at 1-800-SEC-0330 for further information on these public reference rooms. The reports, statements and other information filed by ATG and Primus with the SEC are also available for free at the SEC's Web site at www.sec.gov. A free copy of these reports, statements and other information may also be obtained from ATG or Primus. The executive officers and directors of ATG and Primus may be deemed to be participants in the solicitation of proxies from the stockholders of Primus and ATG in favor of the acquisition. A description of the interests of ATG's executive officers and directors in ATG is set forth in the proxy statement for ATG's 2004 Annual Meeting of Stockholders, which was filed with the SEC. A description of the interests of Primus' executive officers and directors in Primus is set forth in the proxy statement for Primus' 2004 Annual Meeting of Stockholders, which was filed with the SEC. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of ATG's and Primus' executive officers and directors in the acquisition by reading the joint proxy statement/prospectus filed with the SEC. This press release contains forward-looking statements for purposes of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions under The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements involve known and unknown risks and uncertainties that may cause ATG's and Primus' actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as, "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", "continue", or the negative of these terms or other comparable terminology. Important risk factors affecting ATG's and Primus' business generally may be found in their periodic reports and registration statements filed with the Securities and Exchange Commission at www.sec.gov. Risk factors related to the subject matter of this press release include the possibilities that ATG may not be successful in integrating Primus' business with its own; that the anticipated cost savings from synergies will be less than expected; that depreciation, amortization and potential impairment charges associated with the acquisition could adversely affect the combined company's results of operations; that shareholder approval needed to consummate the transaction may be delayed or withheld; that ATG's and Primus' partners, customers or investors may react unfavorably to the combination; that if the acquisition is not completed, ATG's and Primus' businesses may be harmed; the risks and costs of potential and existing intellectual property litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; the possibility that either company's product deployments will not be successful, on time or significantly enhance the user's Internet experience or handle user volumes; that those customers leveraging the combined companies' products won't have the opportunity to increase revenue and decrease future costs; the need to adapt to rapid changes so products do not become obsolete; the possibility of errors in both companies' software products; the possibility that the company will not be successful in combining the companies' solutions or the companies' combined solutions will not make customer implementations faster or more flexible or permit the customer to meet its customer-facing or infrastructure requirements; that the companies' products will not continue to be integrated with third party applications or application servers or will not support all Web services (1) Loosely, any online service delivered over the Web. Such usage appears in articles from non-technical sources, but not in IT-oriented publications, because definition #2 below describes the correct use of the term. enabled systems; that ATG's product strategy may change in the future; and the risks and costs of intellectual property litigation. Neither ATG nor Primus undertakes any obligation to update any of the forward-looking statements after the date of this press release. |
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