Acquisition Makes Chordiant a Worldwide CRM Platform Software Leader
With Service and Marketing Applications for Financial
Services,Communications and Consumer Markets
Chordiant Software, Inc. (Nasdaq: CHRD), a leading developer of unified
customer relationship management (CRM) solutions for companies with
extreme customer demands, and PrimeResponse, Inc. (Nasdaq, Easdaq:
PRME), a leader in business-to-consumer relationship marketing, today
announced the completion of Chordiant's acquisition of PrimeResponse.
This announcement followed approval by the stockholders of both
companies at respective special stockholder meetings held earlier today.
The combined company will be called Chordiant Software, Inc., and its
common stock will trade on the Nasdaq National Market under the
ticker symbol "CHRD." Sam Spadafora and Stephen Kelly will
continue as chairman and chief executive officer and president and
chief operating officer of Chordiant, respectively. William Ford, a
general partner of General Atlantic Partners, LLC and a former
director of PrimeResponse, will become a member of the Chordiant
board of directors.
Chordiant management plans to hold a teleconference at 1:30 p.m. PT
/ 4:30 p.m. ET on Thursday, March 29, 2001 to discuss the completion
of the acquisition and provide an outlook on anticipated financial
results for the combined company. This teleconference will be
accessible to all investors by phone at +(719) 457-2641, code #486704,
and via live Webcast. A phone replay of the call will be available for
seven days at +(719) 457-0820, code #486704, and an archived Webcast
will be available for the same period.
Chordiant plans to report the actual financial results of the
combined company for the first quarter ending March 31, 2001 on or
around May 3, 2001. The company expects to recognise non-recurring
restructuring charges related to a reduction of the PrimeResponse work
force and the closing of certain of PrimeResponse's regional
offices during the first quarter, in order to leverage organisational
synergies, reduce costs and expenses, and improve operating margins.
Chordiant also expects to include in its first-quarter 2001
results a non-recurring acquisition-related charge for the
integration of the two companies.
"We believe that the integration of PrimeResponse will rapidly
position Chordiant as the premier enterprise provider of customer
acquisition, retention, relationship marketing, service, and
relationship management services for intelligent, multi-channel
communications," said Sam Spadafora, chairman and chief
executive officer of Chordiant. "The PrimeResponse product line
adds e-marketing, campaign management and outbound offer
optimisation to complement our Intelligent Customer Interaction
Management (ICIM) platform and existing e-service, e-selling and
e-fulfillment services. We will continue to offer the stand-alone
marketing products for which PrimeResponse is known as division-level
e-marketing opportunities. The acquisition also adds staff,
operations, customers, and partners to expand the breadth and depth
of our presence in target markets on a global scale."
Spadafora continued, "Large enterprise companies continue to look for
ways to have stronger relationships with their customers - to gain
greater customer satisfaction, to sell their customers more than one
product and to deliver greater service across all touchpoints -
while maximising the lifetime value of these customers. With the
integration of PrimeResponse, we expect to offer our Global
1000 customers a comprehensive, flexible set of CRM solutions to meet
the extreme demands of attracting and servicing millions of
individual customers across multiple channels."
As a result of the transaction, Chordiant will have more than 100
Global 1000 customers, strategic partners and e-business
integrators, as well as numerous relationships with major hardware
and software developers. The combined customer base will include
leading companies in the financial services, communications and
consumer markets, such as: Allianz; AXA France; Barclays
Mercantile; British Sky Broadcasting; British Telecom; CIBC;
CSFBdirect; CVS; Deutsche Bank; DirectLine Financial Services; E*TRADE;
First USA Bank; OnStar (a division of General Motors); Halifax
Card Services; Lloyds TSB; MetLife; priceline.com; Principal
Financial; Quick & Reilly (a unit of FleetBoston Financial Corp.); The
Royal Bank of Scotland; Wachovia; and 1-800-Flowers. The
transaction will further expand Chordiant's global corporate
structure with additional coverage throughout the U.S.A., Europe
and the Asia-Pacific region.
Under the terms of the definitive merger agreement, each share of
PrimeResponse common stock will be converted into 0.60 of a share
of Chordiant common stock. Chordiant will issue approximately 12.3
million new shares of common stock in the transaction, in exchange
for all of the outstanding common stock of PrimeResponse.
Chordiant will also assume options and warrants to acquire shares
of PrimeResponse common stock, resulting in the issuance of
approximately 2.4 million additional shares of Chordiant common
stock. The acquisition has been accounted for as a purchase and
is intended to be tax-free to the PrimeResponse stockholders.
About Chordiant Software, Inc.
Chordiant Software delivers a Unified CRM Solution that provides
an Intelligent Customer Interaction Management(ICIM) platform for
enterprise-wide integration with existing systems and Intelligent
Business Services including e-marketing, service, e-selling, and
e-fulfillment, which embrace the customer's existing applications.
Chordiant's solution is designed to meet the extreme customer
requirements of complex businesses serving millions of individuals in
real time and across multiple lines of business,with the objectives of
customer satisfaction, retention, growth,and lifetime value.
Whether communicating via branch locations, Web, e-mail, telephone, or
wireless access, the Chordiant Unified CRM Solution provides a
real-time, single view of each customer and a consistent,
personalised message for every interaction. It includes a comprehensive
business process engine, which allows companies to implement best
business practices across multiple touchpoints. Marketers and
sales professionals can maximise their marketing investment through the
creation, execution and refinement of sophisticated direct marketing
initiatives that span both traditional and online channels. Chordiant
empowers intelligent, high-value contacts designed to retain customers,
grow revenues and drive profits during every customer interaction.
Headquartered in Cupertino, California, Chordiant maintains regional
offices in Boston; Chicago; Dallas; Denver; Manchester, New
Hampshire; New York; Amsterdam; London; Frankfurt; Munich;
Paris; and Melbourne.
About Prime Response, Inc.
PrimeResponse was publicly traded on Nasdaq and Easdaq under the
ticker symbol "PRME." PrimeResponse customers maximise their
marketing investment using the Prime@Vantage™ relationship
marketing suite. This integrated solution helps marketers
build closer relationships with each customer to increase customer
satisfaction, boost retention and grow lifetime value. With
Prime@Vantage, marketers easily create, execute and refine
sophisticated direct marketing initiatives that span traditional
channels (direct mail, call centres and advertising) and the latest
electronic channels (Web, e-mail and wireless).
This news release includes "forward-looking statements" that are subject
to risks, uncertainties and other factors that could cause actual
results or outcomes to differ materially from those contemplated by the
forward-looking statements. For this purpose, any statements contained
in this news release that are not statements of historical fact may be
deemed to be forward-looking statements. Words such as "believes,"
"anticipates," "plans," "expects," "will," "would," and similar
expressions are intended to identify forward-looking statements. There
are a number of important factors that could cause the results of
Chordiant, PrimeResponse or the combined company to differ materially
from those indicated by these forward-looking statements, including,
among others, potential difficulties in the assimilation of
operations, strategies, technologies, methodologies, and products of the
acquired company; the risk of loss of key personnel of the acquired
company; diversion of management attention from other business concerns;
and business risks including the risk of variations in quarterly
operating results, significant current and expected additional
competition, and the need to continue to expand product distribution and
service offerings. Further information on potential factors that could
affect the financial results of Chordiant, PrimeResponse or the combined
company are included in risks detailed from time to time in Chordiant's
and PrimeResponse's Securities and Exchange Commission
filings, including Chordiant's Annual Report on Form 10-K filed on March
27, 2001; the joint proxy statement/prospectus filed by both Chordiant
and PrimeResponse on February 26, 2001; Amendment No. 1 to the Form S-4
filed by Chordiant on February 26, 2001; PrimeResponse's final
prospectus for its initial public offering filed on March 3, 2000; and
Chordiant's final prospectus for its initial public offering filed
on February 15, 2000. Also, statements in this news release related to
the expected benefits
and successful completion of technology and product development
efforts; integration of the technologies and businesses of
Chordiant and PrimeResponse; unanticipated expenditures; changing
relationships with customers, suppliers and strategic partners; and
other factors described in both the Securities and Exchange Commission
filings listed above and other periodic reports filed by Chordiant with
the Securities and Exchange Commission.
Chordiant and the Chordiant logo are registered trademarks of Chordiant
Software, Inc. Chordiant Unified CRM for Extreme Demands are trademarks
of Chordiant Software, Inc. PrimeResponse, Prime@Vantage,Prime@Vantage
Wireless, Prime@Vantage.com and Marketing Mission Control are trademarks
and/or registered trademarks of Prime Response,Inc. All other trademarks
and registered trademarks are the properties of their respective owners.
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