Filed by Onyx Software Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 and Rule 14d-2
Under the Securities Exchange Act of 1934
Subject Company: Pivotal Corporation
Commission File No. 0-26867
News Release
FOR RELEASE 12:01 PACIFIC
NOVEMBER 19, 2003
INVESTOR CONTACT: PRESS CONTACT:
Mark Lamb Mary Erickson
Director - Investor Relations Reidy Communications
(425) 519-4034 (605) 325-3286
markl@onyx.com mary@reidycommunications.com
ONYX BELIEVES ITS OPEN PROPOSAL TO ACQUIRE PIVOTAL REMAINS SUPERIOR TO ALL
PUBLIC OFFERS
BELLEVUE, Wash - Onyx(R) Software Corp. (NASDAQ: ONXS), a worldwide leader in
successful CRM, today reiterated that its proposal to the Pivotal Board of
Directors remains open.
"While Onyx is positioned to thrive on its own, the strong synergies resulting
from adding the positive assets of Pivotal into our business could further
enhance the opportunity to create value for both companies' shareholders," said
Brent Frei, Onyx Software CEO. "For nearly a decade we've delivered
industry-recognized technology and services that have helped organizations of
all sizes achieve positive ROI and business impact from CRM. We believe that no
company or organization is better positioned to deliver value for Pivotal
customers than Onyx."
ONYX BELIEVES THAT IT OFFERS A SUPERIOR FIT FOR PIVOTAL
Onyx Software's proposal offers Pivotal customers:
- A corporate culture focused on CRM success, as recently highlighted
by CRM Magazines's acknowledgement of Onyx as #1 in the mid-market,
recognition of Onyx customer UPMC Health Plan as a CRM Elite award
winner, and recognition of Onyx CEO Brent Frei and Onyx Chief
Technology Officer Mary Reeder as most influential leaders in CRM.
- The experience of Onyx Software's industry leading customer
satisfaction, which was validated by a report published yesterday by
Gartner, Inc. That report cited Onyx as one of the two highest rated
vendors in customer satisfaction. The study also noted that Onyx
clients rated themselves as having more mature deployments than
competitors, including Siebel and Pivotal users. In the same study,
Pivotal appeared at the bottom of a vendor list, which was arranged
in order from highest customer satisfaction to lowest.
- The benefits of Onyx Software's proven, fourth-generation web
architecture. In an interview published November 17th in Insightexec
available at HTTP://WWW.INSIGHTEXEC.COM/CGI-BIN/ITEM.CGI?ID=130152,
AMR Research analyst Laura Preslan commented "Onyx has a broader set
of functionality, but more importantly, a better architecture than
Pivotal."
- Customer-deployed vertical extensions in financial services,
healthcare and government - all key areas of focus for Pivotal.
- Global deployment capabilities in the Americas, Europe, Asia and the
Pacific Rim, with multi-site deployments by name-brand companies in
each region.
"A large portion of the Pivotal customer base is currently stuck on their client
server product and we believe that others are not realizing returns on their CRM
investment," Frei said. "We expect that many of Pivotal's customers will choose
to rapidly migrate to our leading full-featured web architecture with greater
confidence and a dramatically-improved customer experience. I can't see how
Pivotal's customer challenges will be remedied with any other potential
combination."
ONYX BELIEVES ITS PROPOSAL PROVIDES SUPERIOR VALUE TODAY
Under the terms of the proposal, the companies would be combined on the basis of
0.475 shares of Onyx Software common stock for each common share of Pivotal
Corporation, or approximately 12.5 million shares of Onyx. The Onyx proposal
values Pivotal shares at approximately $2.25 per share, based on the $4.73
closing price of Onyx common stock on November 11, 2003. That value is
approximately $2.40 based on the average closing price of $5.067 for Onyx common
stock over the thirty day period ended November 11, 2003. Based on yesterday's
closing price of $4.21 for Onyx common stock, the Onyx proposal values Pivotal
shares at approximately $2.00. These values compare favorably to the Talisma
offer valued at $1.78 per Pivotal share.
In the five trading sessions since Onyx Software's announcement, the NASDAQ
trading volume in Pivotal stock exceeded 9.2 million shares and 1.2 million
shares were traded on the Toronto Stock Exchange -- all at prices in excess of
the existing $1.78 Talisma offer - strongly indicating that the financial
community believes that the Onyx proposal is superior. "Shareholders who
preferred Talisma's lower cash offer could have and may yet be able to sell
their shares for $1.78 or higher," said Brian Henry, Onyx Software Executive VP
and CFO. "Buyers of Pivotal shares in these recent sessions clearly believe that
value of the stock is greater than $1.78."
ONYX BELIEVES ITS PROPOSAL OFFERS SUPERIOR PROSPECTS FOR THE FUTURE
Onyx Software's proposal:
- Offers Pivotal shareholders and employees equity participation in
what would be the second largest pure play CRM vendor
- Is expected to result in synergies leading to incremental quarterly
profits and cash flows to the combined entity that Onyx believes
could approach $2 million as early as one to two full quarters
following the acquisition
- Does not require financing as a condition
- Is expected to be completed in the first calendar quarter of 2004
- Puts Pivotal assets with Onyx - a company that has delivered better
operating performance and equity valuation
The Onyx proposal offers both Pivotal and Onyx shareholders the opportunity to
benefit from a complementary geographic presence and market segment focus that's
unique to the proposed Onyx-Pivotal combination. In addition, the combination is
expected to provide significant potential cost savings resulting from the
elimination of organizational overlaps.
ABOUT ONYX SOFTWARE
Onyx Software Corp. (Nasdaq: ONXS), a worldwide leader in delivering successful
CRM, offers a fast, cost-effective, usable solution that shares critical
information among employees, customers and partners through three role-specific,
Web services-based portals. The Onyx approach delivers real-world success by
aligning CRM technology with business objectives, strategies and processes.
Companies rely on Onyx across multiple departments to create a superior customer
experience and a profitable bottom line. Onyx serves customers worldwide in a
variety of industries, including financial services, healthcare, high technology
and the public sector. Customers include Amway, United Kingdom lottery operator
Camelot, Delta Dental of California, Microsoft Corporation, Mellon Financial
Corporation, The Regence Group, State Street Corporation and Suncorp. More
information can be found at (888) ASK-ONYX, info@onyx.com or
HTTP://WWW.ONYX.COM/.
This communication is not a solicitation of a proxy from any security holder of
Pivotal Corporation or Onyx Software Corporation. Nor is this communication an
offer to purchase nor a solicitation of an offer to sell securities. Any offer
will be made only through an exchange offer statement, information circular,
proxy statement or similar document. Investors and security holders are strongly
advised to read such document regarding the proposed business combination
referred to in this communication, if and when such document is filed and
becomes available, because it will contain important information. Any such
document would be filed by Onyx Software Corporation with the U.S. Securities
and Exchange Commission (SEC). Investors and security holders may obtain a free
copy of such document (if and when filed and available) and other relevant
documents related to the proposed business combination on the SEC's web site at:
. Any such document and related materials may also be obtained for
free by directing such requests to Onyx at 425-451-8060. Onyx Software
Corporation and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Pivotal Corporation and Onyx
Software Corporation security holders in favor of the proposed transaction,
should Onyx Software Corporation solicit such proxies. Information regarding the
security ownership and other interests of Onyx Software Corporation's executive
officers and directors will be included in any such exchange offer statement,
information circular, proxy statement or similar document.
FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements, including statements
about the ability of Onyx to deliver value for Pivotal customers, the success
current Pivotal customers with their CRM deployments, the likelihood that
Pivotal customers will migrate to Onyx products, the merits of the Onyx proposal
relative to the Talisma offer, the anticipated cost savings and expected
revenues of the combined Onyx/Pivotal entity, the amount of positive cash flow
that would be generated by the combined entity and the timing of commencement of
same, the anticipated time in which the transaction would be closed, Onyx's view
of the financial market's perception of the stock prices of each company and the
potential benefit to Pivotal shareholders of the transaction. Forward-looking
statements are based on the opinions and estimates of management at the time the
statements are made and are subject to risks and uncertainties that could cause
actual results to differ materially from those anticipated in the
forward-looking statements. The words "believe," "expect," "intend,"
"anticipate," variations of such words, and similar expressions identify
forward-looking statements, but their absence does not mean that the statement
is not forward-looking. These statements are not guarantees of future
performance and are subject to risks, uncertainties and assumptions that are
difficult to predict. Factors that could affect Onyx's actual results include,
but are not limited to the risk that the transaction does not come to fruition,
the risk that the combined entity does not produce the benefits or realize the
costs savings that Onyx anticipates, the risk that Onyx is unable to
successfully integrate the two entities in a timely manner, the risk that the
attention of Onyx's management is diverted from the operation of its core
business and the "Important Factors That May Affect Our Business, Our Results of
Operations and Our Stock Price" described in our quarterly report on form 10-Q
for the period ended September 30, 2003. Readers are cautioned not to place
undue reliance upon these forward-looking statements that speak only as to the
date of this release. Onyx undertakes no obligation to update publicly any
forward-looking statements to reflect new information, events or circumstances
after the date of this release or to reflect the occurrence of unanticipated
events.