ATG Updates Shareholders on Its Proposed Acquisition of Primus Knowledge Solutions, Inc.CAMBRIDGE, Mass. -- Company Schedules Stockholder Meeting for October 22, 2004; Urges Shareholders to Vote in Favor of upon the side of; favorable to; for the advantage of. See also: favor Primus Acquisition 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 ) today issued the following letter to shareholders:
September 23, 2004
To ATG Shareholders:
We are writing to you today to provide you with updated
information about Art Technology Group's ("ATG") proposed acquisition
of Primus Knowledge Solutions, Inc. ("Primus"). The special meetings
of the stockholders of ATG and Primus to approve the transaction have
been scheduled for October 22, 2004. ATG has mailed to you definitive
proxy materials for its special meeting of stockholders. We urge you
to VOTE FOR the acquisition by returning the WHITE PROXY CARD that is
included in ATG's proxy materials.
The combination of ATG and Primus makes sense not only from a
technology perspective, a customer perspective and a cultural
perspective, but also, most importantly, from a financial perspective.
We are confident that this acquisition will enhance shareholder value.
As part of the integration planning that our team has completed to
date, we have identified a number of areas where we can achieve
synergies between the two companies.
Our initial estimates for cost synergies were in the range of $10
million to $15 million in annual savings. After additional planning
and review with an integration planning committee comprised of members
of ATG's board, we are now committed to reducing our recurring
expenses for the combined company by $15 million to $17 million per
year. Both of these estimates for cost synergies include approximately
$3 million in incremental costs for the amortization of intangible
assets related to the transaction. These cost synergies are also based
on the combined companies' annualized second-quarter 2004 expense
run-rate of $106 million.
From a technology standpoint, our two product sets are very
complementary. Our 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. Since our announcement on August 10, we've received
enthusiastic feedback on the transaction from our customers and
partners, reinforcing our belief that joining our two companies
together will create strong cross-selling and up-selling potential
within our combined customer base.
Industry analysts also recognize the strategic rationale for the
ATG/Primus combination. Below are just a few of the positive comments
from leading industry experts:
-- "Consolidation in the e-service market is
necessary...enterprises are looking for integrated
multichannel solutions" - Gartner
-- "ATG and Primus are a very good match... Primus software
enhances the customer experience that ATG software
creates...The new ATG can help you." - Patricia Seybold Group
-- The two companies' strengths have been very complementary.
This will really build out ATG's self service capabilities." -
Gartner
-- "The deal creates a company stronger than either individual
organization." - Current Analysis
I encourage you to visit our website where you can find other
industry analyst feedback about ATG's proposed acquisition of Primus -
http://www.atg.com/en/news/analysts/primus.jhtml
ATG and Primus have made a joint commitment to a focused, swift
and effective integration process. We have been working diligently on
integration planning and we have an experienced team leading this
process. Our key goal in this acquisition is to deliver higher value
for ATG shareholders over the long-term. With this primary objective
in mind, our goals for the Primus acquisition are to:
-- Create an e-business powerhouse with the capability to become
the industry leader in eCommerce and eService
-- Integrate our product sets to deliver a product suite that is
unique in the market while enhancing customer satisfaction and
retention
-- Build a combined company that has the capability to scale and
grow in a profitable manner
This acquisition is being supported by the full board of directors
and management teams of both ATG and Primus. Customers and industry
experts understand and approve of the rationale for the combination.
We now turn to you, the ATG shareholder. We urge that you VOTE FOR
this transaction by filling out and returning the WHITE PROXY CARD as
soon as possible. In doing so, you will help us in our continuing
efforts to maximize the value of your investment in the company. If
you have additional questions about our proxy, please contact:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(800) 322-2885
Sincerely,
Bob Burke
ATG's President and CEO
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 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 Television, Aetna Services, Inc., Alcatel, 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 , Barclays Global Investors Barclays Global Investors is a subsidiary of British-based Barclays Bank which is in the investment management industry. It is the largest corporate money manager in the world, with over £936 billion (US$1.77 trillion) under management as of March 2006[1]. , Best Buy, BMG BMG Bundesministerium für Gesundheit (Germand: Federal Ministry for Health) BMG Be My Girl BMG Blue Man Group BMG Bertelsmann Music Group BMG Be My Guest BMG Browning Machine Gun BMG Bulk Metallic Glass Direct, Eastman Kodak, Ford Motor Credit, HSBC, Hyatt, J.Crew, 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. , Newell Rubbermaid “Rubbermaid” redirects here. For the Marvel comics character, see Rubbermaid (comics). Newell Rubbermaid (NYSE: NWL) is a global marketer of consumer and commercial products, including such well-known brands as Rubbermaid food storage, home organization, and refuse , Target, U.S. Army, Walgreen Company 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., ATG Customer Experience Platform 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 solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies from the stockholders of Primus and ATG in favor of the acquisition. A description of the interests of ATG's and Primus' executive officers and directors is set forth in the joint proxy statement/prospectus filed with the SEC in connection with this special meeting. Except as expressly stated, ATG does not adopt or endorse To sign a paper or document, thereby making it possible for the rights represented therein to pass to another individual. Also spelled indorse. endorse (indorse) v. the analysis or conclusions of the industry analysts whose reports are excerpted herein, including, without limitation, any analysis, estimates or projections of the future financial condition or results of operations of ATG or of the combined companies that may be contained in those reports. Other industry analysts may hold or publish views concerning the merits of the transaction that are different from those of the analysts cited herein, and we disclaim dis·claim v. dis·claimed, dis·claim·ing, dis·claims v.tr. 1. To deny or renounce any claim to or connection with; disown. 2. To deny the validity of; repudiate. 3. any obligation to update or supplement our disclosure concerning analysts' views of the transaction or to bring to your attention any views contrary to those cited herein. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. 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 Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. charges associated with the acquisition could adversely affect the combined company's results of operations; that shareholder approval and governmental clearances needed to consummate To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. 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 OBSOLETE. This term is applied to those laws which have lost their efficacy, without being repealed, 2. A positive statute, unrepealed, can never be repealed by non-user alone. 4 Yeates, Rep. 181; Id. 215; 1 Browne's Rep. Appx. 28; 13 Serg. & Rawle, 447. ; 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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