UNITED STATES
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SCHEDULE 14A
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AGILE SOFTWARE CORPORATION
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AGILE SOFTWARE CORPORATION
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 © COPYRIGHT 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL. Oracle and Agile Acquisition Announcement Combination to Deliver Best-in-Class, Integrated, Enterprise PLM May 15, 2007 |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 2 2 In connection with the proposed transaction, Agile intends to file a proxy statement and Agile and Oracle intend to file other relevant materials with the SEC. Before making any voting decision with respect to the proposed transaction, stockholders of Agile are urged to read the proxy statement and other relevant materials filed with the SEC and provided to you or otherwise publicly disclosed when they become available because they will contain important information about the proposed transaction. The proxy statement and any other documents filed by Agile or Oracle with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, stockholders of Agile may obtain free copies of the documents filed with the SEC by contacting Agile's Investor Relations at 6373 San Ignacio Avenue, San Jose, California Telephone: 408-284-4000. You may also read and copy any reports, statements and other information filed by Agile with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room. Agile and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Agile stockholders in favor of the proposed transaction. Certain executive officers and directors of Agile have interests in the transaction that may differ from the interests of stockholders generally. These interests will be described in the proxy statement when it becomes available. “Safe Harbor” Statement Under the 1995 Private Securities Litigation Reform Act: This release includes forward looking statements regarding completion of the acquisition. Such forward- looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those predicted in the forward-looking statements, and are based upon information available to Agile as of the release date. We assume no obligation to update any such statements. Factors that could cause actual results to differ include, but are not limited to, circumstances that would cause the acquisition to not be completed or its completion to be delayed. Other risk factors and risks associated with our business are discussed in the Company’s quarterly and annual reports filed with the SEC, including its Form 10-K for its fiscal year ended April 30, 2006 and its Form 10-Q for its quarter ended January 31, 2007. Agile, Agile Software and the Agile logo are registered trademarks of Agile Software Corporation in the U.S. and/or other countries. All other brand or product names are trademarks and registered trademarks of their respective holders. For more information, call 408-284-4000 or visit www.agile.com. |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 3 3 What We Are Announcing Oracle has agreed to acquire Agile $8.10 a share, subject to required approvals Transaction expected to close in July 2007 Agile is a leading provider of Product Lifecycle Management (PLM) applications with deep industry and domain expertise Public company (NASDAQ: AGIL) headquartered in San Jose, CA with 800+ global employees with trailing twelve month revenues in excess of $130M (Jan ‘07) Agile has one of the largest PLM install base of 1,250+ industry leading customers Agile also provides the industry leading collaborative visualization solution with over 10,000 customers Agile PLM solutions help companies drive profits, accelerate innovation, improve quality and ensure regulatory compliance Combination of Agile and Oracle will create best-in-class, integrated, Enterprise PLM solution PLM is a strategic focus for Oracle and our customers Agile solution complements Oracle leading enterprise applications & infrastructure Establishes an open Enterprise PLM solution integrated across multiple product design systems which interacts with a wide range of enterprise applications such as Oracle, JDE and SAP Combination provides the most comprehensive end-to-end PLM solution that enables customers to manage the complete product lifecycle from concept and design, to production, sales and service |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 4 4 Strategic Importance of PLM to Oracle PLM is one of the fastest growing enterprise application segments License spend estimated to reach $7.3 billion in 2009; 11%+ CAGR growth. By 2009, PLM is projected to be third largest segment in applications* Product innovation is a business imperative to drive growth and differentiation PLM is evolving into an Enterprise, cross-functional discipline across all lines of business Effective product innovation requires management and coordination of product information, processes and decisions, across all lines of business and across the extended design and supply chain This requires PLM to span multiple design systems and to have integrations with many enterprise applications. The trend also means that PLM is often part of an overall enterprise decision Oracle is in a strong position to grow Enterprise PLM Oracle is a technology leader with best-in-class capabilities in ERP, SCM, CRM, HCM, BI, and MDM/PIM applications, as well as industry-specific applications PLM is a natural fit and a strong complement to Oracle’s current technology and enterprise application solutions, supporting Oracle’s strategy of providing the industry’s most comprehensive and compelling Enterprise Applications * Source: AMR Research, 2006; CAD and Direct Material Sourcing are not part of PLM revenue |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 5 5 New Product New Product Introduction Introduction Product Product Innovation Innovation Order to Fulfill Order to Fulfill Enterprise PLM Value Proposition Common Information, Integrated Processes, Better Decisions Manage enterprise product record Integrated PLM processes, e.g. Capture voice of customer through CRM Link supply chain constraints to design and sourcing decisions (DFX) Better product decisions using demand forecast, resource constraints, plant/supply variations Delivers Increased Value Reduced time, cost, quality leakage More predictable innovation Reduced supply chain disruption Increased customer satisfaction Reduced IT costs |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 6 6 Why Agile? Agile is a best-in-class leader in enterprise Product Lifecycle Management Strong, highly referenceable install base of over 1,250 global customers, many of which are leaders in their industries Particular industry strength in electronics & high tech and industrial manufacturing, as well as emerging industries such as life sciences, CPG, and food & beverage Agile’s broad suite of business ready, best practice enterprise PLM applications supports integration across many leading CAD & ERP systems Agile products and expertise increases Oracle’s competitiveness Agile has deep domain and industry expertise that complements Oracle Agile consistently competes and wins against SAP and CAD competitors Agile is a strategic application in many SAP and non-Oracle accounts Agile is the most complementary product suite for Oracle Agile runs on Oracle, 98% of Agile’s customers are Oracle technology customers and over 40% are Oracle Applications customers Modern, open, standard based architecture, compatible with Oracle Fusion Middleware and Fusion Application stack Agile is a member of Oracle PartnerNetwork (OPN) Proven, widely deployed 3rd party integrations with Oracle, JD Edwards and SAP |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 7 7 Agile Solutions Agile 9 Industry leading, best-in-class enterprise PLM solution Leader in Hi-Tech, Life Sciences, Electronics and Discrete Packaging Industry best practice solutions Agile Advantage – Lower TCO PLM solution for SME (On Demand & On Premise) Agile e6 – PLM for complex engineering environments Cimmetry – Industry leading collaborative visualization solution Agile Prodika – End-to-end PLM for CPG and Food & Beverage |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 8 8 Agile Customers Over 11,000 total customers (1,250+ PLM and 10,000+ Cimmetry) Cisco Apple GSK Philip Morris International Tyson Foods Coca Cola |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 9 9 Open Enterprise PLM Leader Sample Agile/Oracle Applications Customers Sample Agile/SAP Applications Customers Cisco Apple Philip Morris International Tyson Foods Coca Cola |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 10 10 “Agile provides us with the advanced engineering and collaboration features that will ensure we continue to be at the forefront of wireless technology.” Norm Fjeldheim Sr. Vice President and Chief Information Officer QUALCOMM Joint Customer Example • Global deployment of Oracle 11i E-Business Suite including Advance Planning and Supply Chain products, Siebel CRM and PeopleSoft HCM Oracle Solution: • Ensured regulatory compliance with secure product data and enhanced history tracking • Reduced cycle time from days to minutes for data iterations with contract manufacturers • Saved money and time by eliminating suspect data, failures, and errors with one true source for all product information • Provided global, 24/7 accessibility to product information Business Results: • Deployed Agile PLM to over 6,500 external and internal users in all 6 business units worldwide Agile Solution: • Slow product development due to scattered product information across global manufacturing sites • High costs of data integration failures & errors • Lack of user-specific secure, regulated, global access to data Business Challenge: |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 11 11 “We've leveraged Agile's key strengths of being rapidly deployable, adaptable for configuration to our changing needs, and friendly to use across multiple business units. Many of our internal users have come to depend heavily upon Agile.We continue to find more opportunities to utilize Agile to deliver new capabilities which will further the utilization of product data to deliver bottom line business value.” Bill Miller VP-Information services and CIO Harris Joint Customer Example • Global deployment of Peoplesoft ERP and Supply Chain Management along with Siebel CRM Oracle Solution: • Robust central repository of product data across the enterprise • Facilitated secure and real time collaboration across global product design, manufacturing, and partners • Engineering change cycle time reduced by 66% • Ensured compliance to regulations automatically - export control efficiencies Business Results: • Broadest deployment of end-to-end Agile PLM modules globally - throughout all divisions & HQ Agile Solution: • Delays in time to market due to lack of data, collaboration and process between manufacturing & purchasing • Low visibility into quality, cost & availability in supply chain • Inability to track hazardous content in finished products Business Challenge: |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 12 12 Expected Customer and Partner Benefits Agile Customers Customers investments in Agile products will be protected as Agile becomes the foundation for Oracle’s PLM strategy Agile products will be available standalone and integrated with both Oracle and non-Oracle environments Increased R&D investment in Agile products Access to Oracle’s global support and services organizations Oracle Customers Best-in-class Product Lifecycle Management applications, compatible and integrated with Oracle Applications Access to Agile domain expertise in PLM Customer investments in existing Oracle PLM will be supported and protected Oracle and Agile Partners ISVs: broader opportunities to embed technology SIs: strategic partner for best and most complete PLM applications, ERP applications, and technology VARs: expanded opportunities for value-added solutions |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 13 13 Summary: Enterprise PLM Leadership Creates best-in-class, integrated, Enterprise PLM Industry leading PLM solution with large referenceable install base of 1250+ customers Oracle’s leading enterprise applications (SCM, ERP, CRM, HRC, BI, MDM) and infrastructure (Database and Middleware) Establishes open Enterprise PLM solution integrated across multiple design authoring systems which interacts with wide range of enterprise applications Provide a more competitive differentiated solution Agile is proven best-in-class solution compared to products from enterprise vendors like SAP; solutions from CAD-vendors lack an enterprise orientation Lower TCO through solution from a single vendor who can provide technology, leading applications, domain expertise & global coverage Built on modern standard technology foundation Leveraging J2EE and hot-pluggable Oracle technology infrastructure Flexible integration framework using open XML and PDX, adaptable to Oracle’s standards-based Application Integration Architecture (AIA) Accelerates the adoption of Enterprise PLM, and positions Oracle as the leader in capability and vision |
 COPYRIGHT © 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL 14 14 Next Steps Public announcement May 15, 2007 Communicate with all stakeholders Press and analyst briefings: May 15 and 16, 2007 Customer briefings: Starting on May 15, 2007 Complete transaction Obtain shareholder and regulatory approval and satisfy other customary conditions Expect to close in July 2007 More information can be found at: www.Oracle.com/Agile or www.Agile.com/Oracle |
 © COPYRIGHT 2007 AGILE SOFTWARE CORPORATION. COMPANY CONFIDENTIAL. Oracle and Agile Acquisition Announcement Combination to Deliver Best-in-Class, Integrated, Enterprise PLM |