UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| x | Soliciting Material Pursuant to §240.14a-12 |
Plumtree Software, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Filed by Plumtree Software, Inc.
Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934
Subject Company: Plumtree Software, Inc.
Commission File No.: 001-31344
The following presentation materials were used by John Kunze, President and Chief Executive Officer of Plumtree Software, Inc. and certain executives of BEA Systems, Inc. during a conference call with analysts and investors on August 22, 2005.
BEA Systems to Acquire Plumtree Software
August 21, 2005
BEA Confidential. | 1
Speakers
Kevin Faulkner – VP of Investor Relations, BEA Systems
Alfred Chuang – CEO, BEA Systems
Mark Carges – CTO, BEA Systems
John Kunze – CEO, Plumtree Software
Mark Dentinger – CFO, BEA Systems
Joining for Q&A
Bill Klein – EVP of Corporate Development, BEA Systems
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Safe Harbor
This presentation includes forward looking statements that involve risks and uncertainties. Statements that are not of historical fact are forward-looking statements, including any statements regarding the plans, goals, strategies, focus, opportunities and objectives for our future operations, business or markets. Statements that include the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “continue,” “predict,” “growth,” “investment,” “commitment” or other comparable terminology, are also forward-looking statements.
Actual results could differ materially from those expressed in any forward looking statements.
Among the factors that could cause actual results to differ materially are those factors detailed the section entitled “Risk Factors That May Impact Future Operating Results” on pages 32 through 45 of BEA’s report on Form 10-Q for the fiscal quarter ended July 31, 2005, and “Risk Factors that May Affect Our Future Results and the Market Price of Our Stock” on pages 24 through 39 of Plumtree’s report on Form 10-Q for the fiscal quarter ended June 30, 2005, and similar disclosures in subsequent BEA and Plumtree SEC filings.
Forward looking statements and risk factors are made as of information available to us today. BEA and Plumtree disclaim any obligation to update these forward looking statements.
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Alfred S. Chuang
Chairman & CEO BEA Systems, Inc.
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Announcement
BEA SYSTEMS, INC TO ACQUIRE PLUMTREE FOR USD$200 MILLION
Combination Creates the Multi-Platform Portal Leader
Portal Market is Evolving – Portal Becoming Main Driver of Integration
Enterprise collaboration and transactional portals
Anticipated Close: Fall CY2005
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A Powerful Combination
BEA Systems
Leader in Portal, Application and Service Infrastructure.
Leading innovator in Ease of use for Java Development, Web Services, Application Frameworks and Composite Applications.
Plumtree Software
Leader in Portal and Collaboration software.
Leader in Business User Tools, Web Services, Collaboration and Multi-platform Composite Applications.
Leading supplier of both collaborative and transactional portals.
Leading vendor for Application and Service Infrastructure products.
The most open, extensible, and standards-based J2EE, .Net and Service-Oriented platform in the Industry.
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Strategic Rationale
Creates scale
Access to new customer base
Extends technology beyond J2EE (.Net)
Expands points of relationships within customers
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Mark Carges
CTO, BEA Systems, Inc.
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Complementary & Ongoing Product Lines
Strengths
Industries: Telecommunications, Financial Services, Federal Government, Pharmaceuticals
Types of Portals: Transactional Portals, Process-centric Portals, Application-centric Portals, Application Platform Suites, Extranets
Target user/buyer: Developer-centric, J2EE-standard Portal environments
Strengths
Industries: Retail, Consumer Packaged Goods, Federal and State and Local Government, Industrial Manufacturing
Types of Portals: Collaborative, Knowledge Management, Community and Channel
Target user/buyer: LOB-centric, mixed .NET/J2EE Portal environments
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Customers Benefit from Portfolio Breadth and Depth; Broad Solution Experience
Dual Offerings: Plumtree’s ease of use and out-of-the-box functionality plus the power and flexibility of BEA WebLogic Platform
Access to both transactional and collaborative technologies from a single supplier
BEA is the clear market leader in transactional portals
Plumtree is the clear market leader in collaborative portals
Support Mixed Environments: J2EE and .NET applications and portlets
Only portal to span both J2EE and .Net
Multiple platforms, multiple application servers
Broad portfolio of Vertical and Horizontal solutions
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John Kunze
CEO,
Plumtree Software, Inc.
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Plumtree Highlights
Overview
Founded in 1996; IPO 2002 [Nasdaq: PLUM]
Awards and Recognitions
Leader in META Group’s Portal METASpectrum
Leader in Gartner Group’s Horizontal Portal Magic Quadrant
Infoworld’s “2005 Technology of the Year”
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Plumtree Customers
739 Total customers
20 of Fortune 50
35 of Fortune 100
87 of Fortune 500
Total licensed users: nearly 25 million
Added 1.5 million users in Q205
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SOA and Composite Applications
Composite Applications
Combining existing data and processes with new shared services
Dynamic assembly and reconfiguration
Reusable components
Open Solutions
Support every major application server, security system, content repository, development environment, search engine and operating system
Not just integration of .NET and J2EE — native products on both platforms
Web services as the universal integration protocol
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Mark Dentinger
CFO, BEA Systems, Inc.
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Summary of Transaction
BEA will pay USD$5.50 per share in cash, or approximately USD$200 Million
Transaction will be accounted for as a purchase
Close is expected Fall CY2005, subject to regulatory approvals, Plumtree shareholder approval and resolutions of closing matters
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Plumtree Software Financial Profile
License Revenue $38.3M
Total Revenue $92.5M
Gross Margin 75%
R&D Expenses $26M
SG&A $48.7M
Cash used in operations $4.3M
Headcount: 415
Unaudited trailing 12 months data as of period ended 6/30/05
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Additional Information and Where to Find It
Plumtree has agreed to file a proxy statement in connection with the proposed acquisition with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PLUMTREE SOFTWARE AND THE PROPOSED TRANSACTION. The proxy statement will be mailed to the stockholders of Plumtree. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by going to Plumtree’s Investor Relations page on its corporate website at www.plumtree.com.
In addition, Plumtree and its officers and directors may be deemed to be participants in the solicitation of proxies from Plumtree’s stockholders with respect to the acquisition. A description of any interests that Plumtree’s officers and directors have in the acquisition will be available in the proxy statement. In addition, BEA may be deemed to be participating in the solicitation of proxies from Plumtree’s stockholders in favor of the approval of the acquisition. Information concerning BEA’s directors and executive officers is set forth in BEA’s proxy statements for its 2005 annual meeting of stockholders, which was filed with the SEC on May 16, 2005, and annual report on Form 10-K filed with the SEC on April 18, 2005. These documents are available free of charge at the SEC’s web site at www.sec.gov or by going to BEA’s Investor Relations page on its corporate website at www.bea.com.
Questions/Answers
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