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FILING PURSUANT TO RULE 425 OF THE
SECURITIES ACT OF 1933 AND RULE
14(a)-12 OF THE SECURITIES EXCHANGE ACT
OF 1934
FILER: EXCALIBUR TECHNOLOGIES
CORPORATION
SUBJECT COMPANY: EXCALIBUR TECHNOLOGIES
CORPORATION
NO. 0-9747
The following is a press release of September 13, 2000 concerning the
transaction between Intel Corporation and NBA Media Ventures, LLC described in
the press release issued by Intel Corporation, Excalibur Technologies
Corporation and NBA Media Ventures, LLC.
EXCALIBUR TO PROVIDE VIDEO CONTENT MANAGEMENT TECHNOLOGIES AS
PART OF INTEL-NBA DEAL ANNOUNCED TODAY
INTEL CONTRACT WITH NBA TO BE ASSIGNED TO CONVERA CORPORATION- THE NEW COMPANY
BEING FORMED BY INTEL AND EXCALIBUR
VIENNA, VA, SEPTEMBER 13, 2000 - Excalibur Technologies Corporation
(NASDAQ:EXCA), announced today that Excalibur's video content management
technologies, including Excalibur Screening Room(R), will become part of a
solution delivered by the newly named Convera Corporation to the National
Basketball Association (NBA) as part of an agreement announced today by Intel
and the NBA.
Intel and the NBA announced today that they have entered into an agreement
whereby Intel and the NBA will develop and distribute interactive NBA content,
ultimately including enhanced broadband programming and interactive game
broadcasts. Intel intends to assign the agreement to Convera Corporation, a new
company it is forming with Excalibur, upon completion of the Intel-Excalibur
transaction later this fall. As part of the NBA agreement, the NBA will receive
a 10% equity stake in Convera. The transaction with the NBA is subject to
certain conditions, including approval by the NBA Board of Governors.
Convera will combine technologies and services it receives in the
Intel-Excalibur transaction to create an end-to-end solution for the NBA,
including indexing, search and retrieval of rich content, content protection and
other key technologies necessary for the secure delivery of content online. The
initial products to be developed under the Intel-NBA agreement and assignable to
Convera will enable users to access customized NBA and WNBA highlights and
classic moments through NBA.com, WNBA.com and the leagues' 45 team Web sites.
Intel and Excalibur announced May 1 that they would form the new company
recently named Convera Corporation, specifically to enable owners of branded
high-value content such as the NBA to produce and securely sell their audio,
video and other forms of content over the Internet.
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The transaction is subject to customary closing conditions, including regulatory
review and Excalibur shareholder approval, and is expected to close later this
fall. Upon closing Excalibur shares will be exchanged on a one-for-one basis for
shares in Convera Corporation. Plans for the new company focus on achieving a
leading role in web-based interactive media services.
ABOUT EXCALIBUR TECHNOLOGIES CORPORATION
Founded in 1980, Excalibur Technologies Corporation (Nasdaq: EXCA) is a
recognized leader in high-performance, search-powered, multimedia content
management solutions for intelligently capturing, indexing, managing, accessing
and utilizing valuable digital content - including text, images and video.
Excalibur works with Global 2000 corporations, software developers, application
service providers and government agencies to power Intranet and Internet
solutions, corporate portals and eCommerce sites.
Excalibur and Intel filed a preliminary proxy statement/prospectus and other
relevant documents concerning the merger with the Securities and Exchange
Commission (the "Commission"). For a description of the direct or indirect
interests in the transactions concerning the solicitation, we refer you to this
preliminary proxy statement/prospectus and the definitive proxy
statement/prospectus which Excalibur and Intel plan to file with the Commission.
WE URGE INVESTORS AND STOCKHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE COMMISSION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain
free copies of these documents at the Commission's website at www.sec.gov. and
upon oral or written request to Excalibur Technologies Corporation, 1921 Gallows
Road, Suite 200, Vienna, Virginia 22182, Attention: Investor Relations
(telephone number (703) 761-3700).
INVESTORS AND STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE MERGER.
Intel, Excalibur and their respective officers and directors may be deemed to be
participants in the solicitation of proxies from Excalibur stockholders with
respect to the transactions contemplated by the merger agreement. Information
concerning the participants in the solicitation will be set forth in the proxy
statement/prospectus when it is filed with the Commission.
This document contains forward-looking statements, which are based upon current
expectations or beliefs, as well as a number of assumptions about future events.
The reader is cautioned not to put undue reliance on these forward-looking
statements, as these statements are subject to numerous factors and
uncertainties, including without limitation, business and economic conditions
and growth, continued success in technological advances, costs related to the
proposed merger, the inability to obtain governmental approval of the proposed
merger, substantial delay in the expected closing of the merger and the risk
that the business of the Interactive Media Services division of Intel and
Excalibur's businesses will not be integrated successfully, any of which may
cause actual results to differ materially from those described in the
statements. In addition to the factors discussed above, other factors that could
cause actual
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results to differ materially are discussed in Intel's and Excalibur's most
recent Form 10-Q and Form 10-K filings with the Commission.