Filed by Tumbleweed Communications Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12.
of the Securities Exchange Act of 1934
Subject Company: Interface Software, Inc.
Commission File No. 000-10902
A. PRESS RELEASE
Tumbleweed Communications Corp. To Acquire Interface Systems, Inc.
Interface's legacy data services and Tumbleweed's secure communications
channel transform electronic statement delivery
Redwood City, CA and Ann Arbor, MI--- June 29, 2000--- Tumbleweed
Communications Corp., (NASDAQ: TMWD), a leading provider of advanced e-mail
solutions for business communications, and Interface Systems, Inc.,
(NASDAQ: INTF), a leading provider of Legacy-to-Internet (L2i) technology,
today jointly announced that Tumbleweed has entered into a definitive
agreement to acquire Interface. Together, Interface's industry-leading
L2iTM suite of legacy data conversion products and services and
Tumbleweed's secure channel for electronic bill and statement presentment
provide the necessary technologies and services to transform electronic
statement delivery and hasten its adoption.
Interface's industry-leading L2i products and services greatly simplify the
process of transforming and using data found in legacy systems into
electronic content that is easy to distribute and use online. The L2i
products can automatically take information from mainframe print streams
and intelligently convert it into formats such as pdf, HTML or XML for use
online. Tumbleweed's solutions enable the secure exchange of this
information between businesses and users via Tumbleweed Integrated
Messaging ExchangeTM (IMETM), a platform and set of applications for
creating secure communication channels between a business and its
customers, partners, and suppliers.
"Tumbleweed studied the legacy data conversion market for several quarters,
evaluating products, interviewing customers, and meeting management teams
from a number of vendors," said Jeffrey C. Smith, president and CEO,
Tumbleweed Communications Corp. "We concluded Interface was the leader in
the legacy to Internet data conversion market. In fact, we integrated the
products at a joint customer- Wachovia Securities Inc. - to validate the
combination prior to executing the definitive agreement."
"Combining Tumbleweed IME with Interface's L2i products and services gives
our customers a comprehensive end-to-end solution for electronic statement
presentment: legacy data conversion, personalization, secure e-mail
delivery, archival and an automated inquiry/response loop. End users want
to aggregate statements in their existing e-mail boxes - banks, brokerages,
telcos, utilities, and credit card companies want the same thing. These
businesses don't want to simply post statements on web sites and wait for
their customers and business partners to come to them; rather, they want to
present those statements to their customers," continued Smith.
"Electronic Bill Payment and Presentment (EBPP) vendors have focused on
payment and neglected the importance of presentment. Secure e-mail is the
key to solving the presentment problem," said Smith. "The combination of
Tumbleweed IME and Interface L2i creates a vital communications channel
between businesses and their customers that will take EBPP to a new level."
"Tumbleweed's secure communications platform is the ideal means to deliver
information prepared by Interface's L2i products and services," said Robert
Nero, president and chief executive officer of Interface Systems, Inc.
"Many of our customers distribute confidential documents prepared by our
platform inside their corporate firewalls, but the next major step forward
involves sending those documents to customers and business partners via the
Internet. Tumbleweed's secure communications platform satisfies one of our
customers' key strategic growth requirements - a secure communications
platform that reaches anyone on the Internet. We are delighted to become
part of Tumbleweed and to offer our combined products and services to all
of our customers."
"Statement presentment is a significant market opportunity for us.
Interface's L2i technology will help us penetrate further into our target
verticals to solidify our leadership position," said Smith. "Our primary
business goal is to increase the amount of traffic that flows over our
secure communications channel. Interface's diverse sources of legacy data
and services can be automatically sent over Tumbleweed IME."
Upon the completion of the transaction, Interface will become a wholly
owned subsidiary of Tumbleweed. Under the terms of the agreement, Interface
shareholders will receive a fixed exchange ratio of 0.264 Tumbleweed common
shares for each share of Interface common stock. In connection with the
acquisition, the companies announced their intent to divest the Cleo
solutions group.
The transaction, which is expected to close in the third quarter of 2000,
is intended to be tax free to Interface shareholders and to be accounted
for as a purchase. The boards of directors of both companies have approved
the transaction. The completion of the transaction is subject to closing
conditions and the approval of Interface shareholders.
About Interface Systems, Inc
Interface Systems develops and markets Legacy-to-Internet software and
services solutions under the L2iTM brand. The Company's products, which
include MyCopytm, eBill Bridgetm and Document Server, enable large
organizations to re-deploy information stored on legacy systems as the
foundation for their strategic e-commerce or Internet-based applications.
Interface's products, geared primarily toward the fast-growing customer
statement delivery and online billing markets, offer rapid, cost-effective
implementation without having to alter the legacy applications.
About Tumbleweed Communications Corp.
Tumbleweed Communications Corp. is a leading provider of advanced e-mail
solutions for business communications. Our products and services enable
businesses to create and manage secure online communication channels that
leverage established e-mail networks and enterprise applications.
Tumbleweed Integrated Messaging Exchange is a platform and set of
applications for creating secure communications channels between a business
and its customers, partners, and suppliers. Tumbleweed Messaging Management
System is a comprehensive solution that extends internal e-mail systems to
the Internet through centralized security, policy enforcement, filtering
and archiving. Used together, Tumbleweed IME and Tumbleweed MMS
automatically apply security policies and redirect sensitive e-mail for
secure, trackable delivery.
We urge investors and security holders to read the following documents,
when they become available, regarding the merger described above, because
they will contain important information:
X Interface Systems' definitive proxy statement relating to the special
meeting of its shareholders to be held for the purpose of considering and
voting upon the agreement and plan of merger; and
X Tumbleweed Communications' Registration Statement on Form S-4, containing
such document and other information.
These documents and amendments or supplements to these documents will be
filed with the United States Securities and Exchange Commission. When these
and other documents are filed with the SEC, they may be obtained free of
charge at the SEC's web site at www.sec.gov. You may also obtain for free
each of these documents (when available) from Tumbleweed Communications by
directing your request to Jennifer Ruddock in Investor Relations at
650-216-2129, or from Interface Systems by directing your request to Brian
Brooks, CFO, at 734-769-5900 ext. 1747.
Except for the historical information contained herein, the matters
discussed in this press release may constitute forward-looking statements
that involve risks and uncertainties that could cause actual results to
differ materially from those projected, particularly with respect to the
consummation of the acquisition as proposed, if at all, and its anticipated
effects. In some cases, forward-looking statements can be identified by
terminology such as "may," "will," "should," "potential," "continue,"
"expects," "anticipates," "intends," "plans," "believes," "estimates," and
similar expressions. For further cautions about the risks, we refer you to
the documents filed by each company from time to time with the Securities
and Exchange Commission, particularly the recent Form 10-K, proxy statement
and Form 10-Q as well as the registration statement or Form S-4 filed
subsequently. The companies assume no obligation to update information
contained in this press release.
For More Information:
Media
Lisa Poulson
Tumbleweed Communications
650-216-2020
lisa.poulson@tumbleweed.com
Sophia Kim
Tumbleweed Communications Corp
650-216-2132
sophia.kim@tumbleweed.com
Investors:
Jennifer Ruddock
Tumbleweed Communications Corp
650-216-2129
jennifer.ruddock@tumbleweed.com
Brian Brooks
CFO, Interface Systems, Inc.
734-769-5900 ext. 1747
B. BROADCAST E-MAIL MESSAGE TO ALL TUMBLEWEED EMPLOYEES
Date: 29 June 2000
To: All Employees of Tumbleweed Communications Corp.
From: Mike Earhart
Hello Weeders,
This morning we announced our expansion into the Electronic Bill
Presentment and Payment (EBPP) market with an acquisition agreement, a
strategic partnership, and a new application.
First, we've entered into a definitive agreement to acquire Interface
Systems, a leading provider of legacy-to-Internet conversion solutions.
Together, Interface's legacy data conversion products and services and
Tumbleweed's secure channel for electronic bill and statement presentment
provide the necessary technologies and services to transform electronic
statement delivery and hasten its adoption. The deal is expected to close
in Q3.
Second, we announced that we'll be integrating with VeriSign's Payment
Services to enable a complete statement presentment and payment solution.
Through the integration of VeriSign Payflow Pro with the IME platform,
Tumbleweed will provide customer with the ability to deliver online
statements to end-users and process corresponding payments with the ease
and simplicity of "one-click". The solution will be available in Q3.
Lastly, we announced a new IME application- IME Assist. IME Assist enables
end user customers who receive statements via Tumbleweed to make inquiries
regarding those statements. IME Assist leverages the context in which a
customer inquiry is sent to receive, route and respond to customer
inquiries. This new technology adds the last crucial part of a complete
statement presentment solution-context-based interaction.
The complete press releases are available on our web site. In addition, we
held a conference call with the investment community this morning at 5:30AM
Pacific Time. The call was webcast via StreetFusion. To hear the call via
StreetFusion, go to the IR section of our web site and click on the
StreetFusion icon. This replay will be available for 2 weeks. A telephone
replay will also be available at 719-457-0820, access code #518889. The
replay will also be available for 2 weeks.
If you have any questions about these announcements, feel free to ask your
manager for more information. This information is now public, and you can
tell friends and family what has transpired. You can not, however, comment
on the deal to press or analysts. Because this is sensitive information,
all communication to press, analysts or investors should be forwarded to
public relations or management.
Congratulations to everyone at the Weed on all the exciting activity going
on. We'll keep you posted as things progress.
Mike.
Mike Earhart
VP, Corporate Marketing
Tumbleweed Communications
mearhart@tumbleweed.com
p 650.216.2014
f 650.216.2004
---
THE FOREGOING COMMUNICATIONS ARE BEING FILED PURSUANT TO RULE 425 UNDER THE
SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE
EXCHANGE ACT OF 1934. THESE COMMUNICATIONS DO NOT CONSTITUTE AN OFFER OF
SALES OF SECURITIES.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE FOLLOWING DOCUMENTS,
WHEN THEY BECOME AVAILABLE, REGARDING THE MERGER DESCRIBED ABOVE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION:
X INTERFACE SYSTEMS' DEFINITIVE PROXY STATEMENT RELATING TO THE SPECIAL
MEETING OF ITS SHAREHOLDERS TO BE HELD FOR THE PURPOSE OF CONSIDERING AND
VOTING UPON THE AGREEMENT AND PLAN OF MERGER; AND
X TUMBLEWEED COMMUNICATIONS' REGISTRATION STATEMENT ON FORM S-4, CONTAINING
SUCH DOCUMENT AND OTHER INFORMATION.
THESE DOCUMENTS AND AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WILL BE
FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. WHEN THESE
AND OTHER DOCUMENTS ARE FILED WITH THE SEC, THEY MAY BE OBTAINED FREE OF
CHARGE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. YOU MAY ALSO OBTAIN FOR FREE
EACH OF THESE DOCUMENTS (WHEN AVAILABLE) FROM TUMBLEWEED COMMUNICATIONS BY
DIRECTING YOUR REQUEST TO JENNIFER RUDDOCK IN INVESTOR RELATIONS AT
650-216-2129, OR FROM INTERFACE SYSTEMS BY DIRECTING YOUR REQUEST TO BRIAN
BROOKS, CFO, AT 734-769-5900 EXT. 1747.