Exhibit 99.1
BROADVISION IN AGREEMENT TO ACQUIRE
INTERLEAF, THE E-CONTENT COMPANY
Highly Innovative XML-based e-Content Tools, Combined with
Strength in e-Business Applications, Will Enable BroadVision
to Make XML Revolution Mainstream
WALTHAM, MA - JANUARY 26, 2000 - Interleaf, Inc. (Nasdaq: LEAF), the
leading provider of XML-based e-content(TM) solutions, today announced that
it has entered into a definitive agreement providing for the acquisition of
Interleaf by BroadVision, the leader in personalized e-business
applications. Key to the acquisition is the e-Content Company, a division
of Interleaf and leader in XML-based content management tools. This
separate Interleaf business unit is dedicated to the development, marketing
and sale of XML-based content management tools which enable the design,
creation and management of dynamic and intelligent content for web and
wireless applications. The e-Content Company comprises nearly 70 percent of
Interleaf's approximately 400 employees and has been the most significant
area of growth and investment within Interleaf over the past two years.
Under the terms of the agreement each outstanding share of Interleaf common
stock will be exchanged for .3465 shares of BroadVision common stock, and
all outstanding options and warrants to purchase Interleaf common stock
will be assumed by BroadVision. Based on basic shares outstanding as of
January 25, 2000 and both companies' closing price as of that date, the
transaction represents approximately a 40% premium over Interleaf's current
value. On a fully diluted basis, BroadVision would issue approximately 5.6
million shares of its common stock, having a value of approximately $877
million based on BroadVision's closing stock price on January 25, 2000.
The transaction is intended to be tax-free to the Interleaf shareholders
and will be accounted for as a purchase transaction. The transaction, which
has been unanimously approved by both the Interleaf and BroadVision Boards
of Directors, is subject to certain customary closing conditions, including
approval by Interleaf's stockholders, Hart-Scott-Rodino antitrust clearance
and other regulatory approvals. The companies expect to close the
transaction by May 31, 2000.
"Through the acquisition of Interleaf, a leader in the development of
XML-based e-content management tools, BroadVision will be able to quickly
expand our leadership in delivering personalized e-business solutions for
web and wireless applications," said Dr. Pehong Chen, President, CEO and
Chairman of the Board for BroadVision. "With our combined customer base of
more than 2,500 blue-chip companies, both firms have the proven ability to
meet e-business demands for a fast time to market, easier integration with
content sources and back-end systems, and high performance and scalability.
We look forward to leveraging the strengths of both companies to provide
increased benefits for customers and shareholders."
"At Interleaf, we have spent the past three years repositioning the
company around new XML technology and the delivery of content to wireless
devices," said Jaime Ellertson, President, CEO and Chairman of the Board
for Interleaf. "This past year we have successfully penetrated the
e-business marketplace by delivering state-of-the-art XML-based e-content
management tools. We believe strongly that these tools and our initiative
into the wireless market make us a unique fit with BroadVision's strength
in web applications and with their strategic objectives. Both companies see
XML-based content proving itself to be of particular importance for the
fast growing business-to-business e-commerce market. Therefore, the
combination of our e-content management tools integrated with BroadVision's
e-business applications make a powerful end-to-end solution for the B2B
market while further extending these applications to the emerging wireless
market."
BENEFITS OF ACQUISITION FOR CUSTOMERS
The combination of the suite of BroadVision One-To-One(TM) personalized
e-business applications and Interleaf's XML-based e-content management
tools will create one of the most comprehensive, end-to-end offerings for
companies needing rich content and transactional data to drive e-business
over the Web and to wireless devices. GartnerGroup estimates that by 2003,
80 percent of application-to-application traffic passing over public
networks will be in XML ("Reality Check: XML Today" by Dr. Rita Knox,
GartnerGroup, October 1999).
Specific benefits of the combined products will include:
o LESS TIME AND LOWER COST FOR E-CONTENT MANAGEMENT. The integrated
offering combines Interleaf's XML-based e-content management tools and
BroadVision's real-time instant publishing tools to shorten time to
production for content. This lowers the total cost of ownership for
companies by enabling publishers to more easily create, publish,
manage and re-purpose transactional content. Additionally, the
integrated offering is differentiated by its support for the
publication of XML-based documents from Microsoft(R) Office
applications, greatly expanding general business users' ability to
publish Web and wireless content.
o AUTOMATE B2B E-COMMERCE THROUGH INTELLIGENT CONTENT. The integrated
offering will enable the automation of B2B e-commerce by enabling
companies to improve their operations via the use of intelligent
content. Intelligent content is personalized, reusable and dynamically
assembled in real time to increase collaboration and communication
among commerce partners. Unlike static content, intelligent content
automates interactions and transactions among participants, creating a
highly productive information value chain.
o EXPANDED E-BUSINESS REACH. The integration of Interleaf's X-WAP
(wireless application protocol) technology will enable BroadVision
customers to deploy e-business applications that enable access to
dynamic content from mobile and other wireless devices, such as
digital cellular telephones, pagers, personal digital assistants and
e-books. End-users will be able to access in real time personalized
product information, inventory, price, and catalog data and to execute
orders from Web sites and wireless devices via BroadVision's ability
to deliver "e-business anywhere, anytime." The Yankee Group has
estimated that wireless subscribers accessing the Internet will grow
from 669 million in 1999 to 1.26 billion by 2005 (The Yankee Group,
November, 1999). Therefore, BroadVision believes the integration of
Interleaf's X-WAP technology will be a significant benefit for
companies implementing e-business applications capable of providing
dynamic, personalized content to the growing number of users of
wireless devices.
THE BROADVISION AND INTERLEAF FIT
The two companies share a vision for enabling e-business through a common
commitment to an XML backbone. Interleaf, a thought and industry leader for
XML-based e-content management tools, brings people, tools and technologies
that are complementary to BroadVision's offerings. For example, Interleaf's
employees represent one of the world's largest XML talent pools. And,
Interleaf's technology leadership in XML and X-WAP are technologies that
supplement those of BroadVision. Additionally, Interleaf has a large
worldwide base of more than 2,000 customers who are potential users of
BroadVision's e-business applications.
KEY TECHNOLOGIES
BroadVision intends to fully integrate Interleaf's next generation content
management tools based on XML into BroadVision's full suite of e-business
applications. Interleaf's key technologies include:
o BLADERUNNER(TM). A scalable, comprehensive XML-based content
management tool that enables companies to create, manage, and publish
structured e-business content that is targeted, timely, personalized,
intelligent and medium-aware. With XML as its technology backbone and
Microsoft(R) Office(TM) integration used for content creation,
companies using BladeRunner are able to apply intelligence, structure
and style to content for e-business applications.
o X-WAP TECHNOLOGY. Interleaf's XML wireless application technology,
currently under development, will transform XML into HTML, WML, PDF,
ASCII and raw text business content for delivery to wireless devices,
such as digital cellular telephones, pagers, personal digital
assistants and e-books.
o QUICKSILVER(TM). A full-featured high-end authoring and publishing
product with an extension to enable the generation of XML-based
content. QuickSilver enables users to manage XML and non-XML-based
content in one integrated system.
The acquisition creates a combined entity with a compelling record of
business and technology achievements:
o Depth and breadth of expertise, provided by over nine years in the
e-content management and e-business applications markets;
o Over 1,100 employees dedicated to e-content and e-business
applications;
o A combined customer base of thousands of international blue chip and
"dot.com" customers to guide the company's integration of existing and
development of new e-business solutions; and,
o The proven ability to meet customers' e-business needs for return on
investment, quick time-to-market, and high performance, scalable
solutions.
ABOUT BROADVISION
BroadVision, Inc. is the leading worldwide supplier of personalized
e-business applications. BroadVision's end-to-end solutions enable
companies and governments to rapidly deploy and cost-effectively operate
secure, scalable, intelligent, and flexible e-business applications for
e-commerce, financial services and knowledge management. The company's
entire product line has experienced strong growth and increasing acceptance
by Global 2000 businesses, governments and pure-play "e-startups."
ABOUT INTERLEAF
Interleaf, Inc. provides enterprise-wide software solutions for content
management and high-end publishing. These solutions provide Global 2000
customers with a distinct competitive advantage by enabling them to deploy
e-business applications that improve operating efficiency and customer
satisfaction, while driving revenue and profitability.
Interleaf's software products make it easy for companies to assemble,
manage, retrieve, distribute and publish business-critical information
across the corporate enterprise and beyond. Key customers include Alcatel,
DeutschBank, Fidelity, IDC, Intel, Lockheed Martin, MacMillan, Motorola,
Shared Medical Systems, Tektronix and Toyota.
While the announced transaction is pending and following its consummation,
the value of Interleaf's common stock will be dependent on or directly
related to the value of BroadVision's common stock, which depends on
factors relating to BroadVision's business and financial performance, which
in turn are beyond Interleaf's control. Reference is made to BroadVision's
SEC filings for additional information concerning BroadVision and its
business, financial performance and operations.
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Interleaf's actual results could differ
materially from those set forth in the forward-looking statements. Certain
factors that might cause such a difference include, among other things, the
following:
o The transaction described above is contingent and may not actually
occur as described or at all, and the failure of the transaction to
close could have a material adverse impact on the value of Interleaf's
common stock;
o Interleaf and BroadVision may experience difficulties realizing the
described benefits from the business combination, including without
limitation difficulties in integrating the Interleaf and BroadVision
products, technologies, cultures, information systems, business
practices and policies; Interleaf may experience difficulties in
marketing the BroadVision products into Interleaf's customer base, and
BroadVision may experience difficulties in marketing the Interleaf
products into BroadVision's customer base;
o The announcement and consummation of the transaction may cause
confusion in the marketplace and disruption to Interleaf's and
BroadVision's businesses, including without limitation difficulties in
retaining Interleaf's current employees through the transition,
integrating them into BroadVision's operations and retaining them over
the long-term; difficulties in retaining Interleaf's significant
customers at historic purchasing levels; and delays in the
consummation of sales currently pending;
Such differences may also be caused by those factors discussed in the
section entitled "Risk Factors" on pages 13-15 of the Company's Annual
Report on Form 10-K dated June 29, 1998.
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Interleaf(R) , BladeRunner(TM), e-content(TM), X-WAP(TM) and
QuickSilver(TM) are either registered trademarks or trademarks of
Interleaf, Inc. Microsoft(R) Word is a trademark of Microsoft Corporation.
BroadVision(R) is a registered trademark and BroadVision One-To-One(TM) is
a trademark of BroadVision Inc. in the United States and other countries.