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Filed by i2 Technologies, Inc. and RightWorks Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: RightWorks Corporation
Commission File Number of i2 Technologies, Inc.: 000-28030
PRESS RELEASE
i2 OFFERS THE INDUSTRY'S FIRST COLLABORATIVE E-PROCUREMENT SOLUTION WITH
ACQUISITION OF RIGHTWORKS
Collaborative E-Procurement Solution Expands i2 Value Proposition by Enabling
Aggregated Spend, RFQ, Auctions, Negotiation and Collaborative Buying across
Marketplaces and E-Businesses
DALLAS AND SAN JOSE, CALIF., - MARCH 8, 2001 - i2 Technologies, Inc.
(Nasdaq: ITWO) today announced that it has signed a definitive agreement to
acquire RightWorks Corporation, a partner company in the Internet Capital Group
(Nasdaq: ICGE) network. RightWorks provides e-procurement and commerce solutions
that will strengthen the i2 TradeMatrix Solutions(TM) and Platform, enabling i2
to offer the industry's most comprehensive solutions for e-business
transformation.
With the addition of RightWorks' technology, i2 will offer the world's
first collaborative e-procurement solution fully integrated to the supply chain.
The solution will be designed to effectively manage procurement across multiple
enterprises for both direct and indirect materials, and support all types of
buying models, from negotiated procurements to auctions. The resulting solution
will allow e-businesses and marketplaces to manage spend aggregation across all
procurement partners in the extended supply chain.
"Today's customers are looking for comprehensive e-business solutions
that can be quickly implemented to provide benefits - and be the foundation for
real business transformation," said Romesh Wadhwani, i2 vice chairman. "In
assessing various options to expand the e-procurement capabilities of the i2
TradeMatrix Platform, we concluded that RightWorks was the only company that
could provide true multi-enterprise collaborative e-procurement capabilities.
Together, i2 and RightWorks will provide a complete e-business platform for
marketplaces and enterprises that offers collaboration, content and commerce,
and returns hard dollar benefits."
E-BUSINESS TRANSFORMATION REQUIRES COLLABORATIVE E-PROCUREMENT
First generation e-procurement systems addressed the automation of
transactions behind the firewall--what many analysts consider to be first phase
e-business. Relatively easy to implement, these first generation systems tap
just a fraction of the total value possible from an e-business transformation.
What customers need today are collaborative e-procurement solutions where
multiple enterprises can work together in a private or public marketplace to
aggregate demand, request, bid, negotiate, supply and procure needed goods and
services.
Through the RightWorks acquisition, i2 will expand its comprehensive
solution for e-businesses and marketplaces, addressing business processes across
the value chain - from collaborative design, strategic sourcing, and direct and
indirect procurement, to supply chain management, distributed order management
and customer relationship management.
"With the acquisition of RightWorks, i2 rounds out its solution
footprint in Supplier Relationship Management and delivers the first real
collaborative e-procurement solution to the market," said Harry Tse, vice
president of eCommerce at The Yankee Group. "The combination of RightWorks'
e-procurement technology with i2's proven Supply Chain Management technology for
modeling decisions across the value chain raises the bar and delivers a
comprehensive e-business solution to the marketplace."
Specific benefits of the i2 and RightWorks merger include:
o RightWorks' world-class e-procurement technology will be added to i2's
industry-leading Supplier Relationship Management (SRM) suite, creating
a complete solution that provides strategic sourcing, collaborative
design and manufacturing, and collaborative e-procurement for both
direct and indirect goods.
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i2 OFFERS THE INDUSTRY'S FIRST COLLABORATIVE E-PROCUREMENT SOLUTION WITH
ACQUISITION OF RIGHTWORKS
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o RightWorks' technology will also strengthen the commerce and
transaction management capabilities of i2's industry-leading i2
TradeMatrix Platform for collaboration, content and commerce, providing
multi-enterprise aggregation and transaction capabilities.
o The joint solution will provide a collaborative e-procurement solution
that can enable multi-enterprise, real-time pricing and availability,
order brokering, and multi-language and currencies.
o Adding RightWorks' transaction capabilities to i2's SRM solution
creates a comprehensive solution for mission-critical MRO and strategic
plant operations.
o RightWorks' Open Commerce Network will be added to i2's TradeMatrix
Network, significantly expanding the supplier enablement services
provided, and extending i2's lead in content management and reference
data solutions, now with well over 100,000 participating suppliers.
"i2 is widely recognized for its supply chain leadership and its
ability to execute in the market, while RightWorks has built its reputation on
delivering innovative technology that many consider to be the best in the
business," said RightWorks CEO Mary Coleman. "I'm delighted to see the combined
strengths of i2 and RightWorks implemented in an e-business solution that
delivers the highest possible return to our customers. i2's laser focus on
delivering that value made them the ideal partner for us--and for our
customers."
TERMS OF THE AGREEMENT
Under the terms of the agreement, a total of approximately 5.3 million
shares of common stock will be exchanged for all outstanding stock of RightWorks
in a 100 percent stock-for-stock exchange valued at approximately $114 million
based on i2's closing stock price of $21.438. i2 and Internet Capital Group also
have certain funding obligations to RightWorks until closing of the transaction.
i2 management expects to close the transaction in the second quarter this year,
and expects the transaction to be accretive to earnings by early 2002. The
transaction will be accounted for as a purchase and is expected to be a tax-free
reorganization.
The acquisition has been approved by the boards of directors of each
company and is subject to governmental approval, RightWorks stockholder approval
and customary closing conditions. RightWorks CEO Mary Coleman will assist with
the transition, but has no long-term plans to stay with i2.
INTEGRATION PLANS TO YIELD RESULTS IN 60 DAYS
RightWorks technology will become an integral part of i2's SRM and
platform solutions, adding collaborative e-procurement capabilities in
negotiation, buying, and order management for both direct and indirect materials
to i2's existing SRM capabilities in strategic design, design and manufacturing
collaboration, strategic sourcing and contract management. The first integrated
solution is expected to be available in 60 days.
Crucial to the success of any acquisition is the ability to quickly
leverage the strengths of new personnel. RightWorks brings experienced
development, product management and senior executives to i2. RightWorks
personnel will continue to work out of their Silicon Valley and other offices
worldwide.
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i2 OFFERS THE INDUSTRY'S FIRST COLLABORATIVE E-PROCUREMENT SOLUTION WITH
ACQUISITION OF RIGHTWORKS
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"We're very pleased to have the RightWorks team joining i2," said i2
president Greg Brady. "They are known for creating breakthrough technology
solutions, and we look forward to having them become a part of i2's success
going forward."
i2'S COMMITMENT TO OPEN INTEGRATION
E-business transformation begins with a holistic view of an enterprise
and its trading partners, and applies technology to speed business processes and
collaboration. This requires the ability to integrate to existing legacy
information systems--ERP, SFA, MRP, MES, CAD, PDM and others. This acquisition
continues i2's long-standing commitment to open integration with other systems,
as the RightWorks technology is also based on an open, easy-to-integrate
technology base. As a customer-focused company, i2 will continue to integrate
its solutions and support all customers with Ariba, CommerceOne, SAP and Oracle
e-market or e-procurement solutions.
ABOUT i2
i2 is creating real value for its global e-business customers through its i2
TradeMatrix solutions, content, and marketplace platform. i2 TradeMatrix allows
businesses to create both private and public marketplaces, while improving the
efficiencies of all participants. i2 provides a wide variety of collaborative
e-business services for both the early stages and next generation of e-business
adoption, with each service supported by decision optimization, transaction
management and content management solutions. Founded in 1988, i2's mission is to
deliver $75 billion in value to its customers by 2005. i2 is headquartered in
Dallas, TX, has more than 5,900 employees and maintains offices worldwide. Visit
i2's Web site at http://www.i2.com.
i2 CAUTIONARY LANGUAGE
This press release may contain forward-looking statements that involve risks and
uncertainties, forward-looking comments including, but not limited to, the
completion of this acquisition, financial or operating targets, and the
integration of our products. i2 gives no assurances regarding the achievement of
these statements. These forward-looking statements are management's current
estimates or beliefs, and the actual outcomes could be significantly different,
due to risk factors such as changing market conditions, changing technologies,
competition, and our own ability to execute, to list just a few. For a more
complete discussion of the risk factors which could impact our results, please
refer to our latest filings with the SEC, including Form 10-Q and amendments
filed on November 13, 2000. You can find these either on our Web site at
www.i2.com/investors, or directly on the SEC's EDGAR site. i2 assumes no
obligation to update the forward-looking information contained in this news
release.
i2 is a registered trademark of i2 Technologies, Inc. i2 TradeMatrix,
TradeMatrix, i2 TradeMatrix Solutions, i2 TradeMatrix Platform and the i2 logo
design are trademarks of i2 Technologies, Inc.
ABOUT RIGHTWORKS
RightWorks Corporation is a leading provider of second-generation e-business
applications. Founded in 1996, RightWorks is a privately held company backed by
leading venture capital firms. Headquartered in San Jose, Calif., RightWorks'
more than 400 employees are focused on delivering customer value from locations
in 10 countries in North America, Asia, and throughout Europe. With a customer
base growing by more than 300% in the last six months, RightWorks' customers
include corporations such as CSC, Fujitsu, Wells Fargo Bank and others.
RightWorks also powers leading e-marketplaces including VerticalNet, Network
Commerce, eMerge Interactive, FacilityPro and others.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROSPECTUS REGARDING
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i2 OFFERS THE INDUSTRY'S FIRST COLLABORATIVE E-PROCUREMENT SOLUTION WITH
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THE BUSINESS COMBINATION TRANSACTION REFERENCED HEREIN WHEN IT IS FILED BY I2
TECHNOLOGIES, INC. AND BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN A FREE COPY
OF THE PROSPECTUS AND OTHER DOCUMENTS FILED BY I2 TECHNOLOGIES, INC. AND
RIGHTWORKS CORPORATION WHEN THEY BECOME AVAILABLE WITH THE SECURITIES AND
EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV. THE PROSPECTUS
AND SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED WITHOUT CHARGE FROM I2
TECHNOLOGIES BY DIRECTING YOUR REQUEST THROUGH THE INVESTORS PORTION OF I2'S
WEBSITE AT http://www.i2.com OR BY MAIL TO I2 TECHNOLOGIES, INC., ONE I2 PLACE,
11701 LUNA ROAD, DALLAS, TX 75234, ATTENTION: INVESTOR RELATIONS, TELEPHONE:
(469) 357-1000.
In addition to the Prospectus, and the Registration Statement of which the
Prospectus is a part, i2 files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information filed by i2
at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549 or at any of the SEC's other public reference rooms in New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. i2's filings with the SEC are also
available to the public from commercial document-retrieval services and at the
website maintained by the SEC at http://www.sec.gov.
CONFERENCE CALL NOTE: i2 will be holding a conference call to discuss the
RightWorks acquisition at 9:00 a.m. EST on Friday, March 9, 2001. The call will
be Webcast via www.i2.com/investors and through StreetEvents.com.
CONTACTS:
Sue LaDow Laura Brumley
i2 Technologies, Inc. Edelman Public Relations for RightWorks Corporation
469-357-3027 214-443-7567
susan_ladow@i2.com laura.brumley@edelman.com
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