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Leading Venture Firm to Purchase Pivotal Corporation; Pivotal and Talisma to Merge Operations

  • 13 October, 2003 13:24

<p>Strategic moves further solidify Pivotal’s leadership position in the mid-enterprise CRM market</p>
<p>(Sydney October 13, 2003) - Pivotal Corporation (Nasdaq: PVTL; TSX: PVT), a leading provider of customer relationship management (CRM) software for mid-market organisations, announced today a definitive agreement under which Oak Investment Partners will pay US$1.78 cash per share for all of the outstanding shares of Pivotal. Oak may also pay additional consideration of up to $0.03 per share depending on the Company’s financial performance to October 16th, 2003. Concurrently, Pivotal's business will be combined with Talisma Corporation, a leading provider of Microsoft-based eService solutions with the merged company operating as Pivotal. Oak Investment Partners will be the controlling shareholder of the combined business.
The transaction is subject to the approval of Pivotal's shareholders and the Supreme Court of British Columbia, as well as customary closing conditions. Financing is not a condition to the agreement. The parties anticipate that the transaction will close in November or December of 2003.
According to Fredric Harman, General Partner, Oak Investment Partners, “We believe that there is tremendous opportunity to create a stronger solution provider for the mid-enterprise market. Oak’s strategic and financial support combined with the Pivotal-Talisma merger creates a compelling CRM choice for the mid-market. Oak is excited to be part of the future success of Pivotal.” Along with Oak, Paul Maritz, former Group Vice President of Microsoft’s Platforms Strategy and Developer Group, will also be an investor in the combined company.
According to Helen Robinson, Vice President and Managing Director Australasia, Pivotal, “This is all part of Pivotal's bold, strategic move to solidify its leadership position in the mid market. Oak’s participation, combined with the Pivotal-Talisma merger, greatly strengthens our strategic position and our long-term financial stability, thereby dramatically advancing our ability to deliver innovative, market-leading solutions and meaningful results to our customers. Importantly, it adds best-in-class eService technologies to our company mix; more than doubles Pivotal’s R&amp;D and technical support capabilities; and increases the scale and reach of our field organization and partner network.”
“Oak’s commitment to Pivotal’s brand and leadership position in the mid-enterprise space sends a strong message to the market – reinforcing the fact that there remains a solid and profitable future in CRM technology and interests. Critics of late have been too quick to suggest CRM has had its day and that is certainly not the case, as is evidenced by this strong investment”.
"From a local perspective rather than business as usual here in Australia and New Zealand, it'll be better business than ever for our customers and partners as the 'new' Pivotal Corporation effectively creates the only mid-market CRM vendor to deliver a full suite of robust, best-in-class sales, marketing and service products to the market. That's exciting news for all of us and provides an incredible value-add on all fronts for our customers as well as additional opportunities for our partners".
Pivotal’s new Executive Management Team will be comprised of key members of both Pivotal’s and Talisma’s current management teams. Bo Manning will continue as president and CEO of Pivotal Corporation, responsible for the new combined entity. Talisma CEO, Dan Vetras, will be appointed to the position of chief operating officer, reporting to Bo Manning.
Talisma, a privately-held company based in Kirkland, Washington, provides solutions that help companies lower the cost of service while increasing customer satisfaction and retention. The company has licensed software to more than 400 companies such as Microsoft, Coast Capital Savings, Dell, The Arthritis Foundation, Tupperware, Getty Images, Palm, University of Nebraska-Lincoln, EMI Records, Sony, Click 2 Learn, Florida State University, Aviva Life Insurance, and HGTV.
According to Dan Vetras, CEO, Talisma, “Pivotal and Talisma are a winning combination. We have a strong cultural match, complementary products, architectures and services, and a shared technology and solutions vision. Together, we will offer customers robust, best-in-class sales, marketing and service products and a joint commitment to deliver innovative and cost-effective services. I am excited about the opportunity for growth as we continue together to serve the unique needs of the mid-enterprise market.”
As Norm Francis, Chairman of the Board, Pivotal concludes “The Board and its financial advisor, RBC Capital Markets, reviewed many strategic alternatives for Pivotal and the Board concluded that this transaction is by far the best alternative for Pivotal shareholders, customers and employees. As a result the Board recommends that Pivotal shareholders vote to approve the cash offer from Oak.”</p>
<p>Ends
Press Contact:
Jos Budge
PR Pivotal Corporation
Tel: 02 9255 7966
Mob: 0400 34 88 78
Email: jos@eklektik-consulting.com</p>
<p>About Pivotal Corporation
Pivotal Corporation is the only CRM company that is 100 percent purpose-built to serve the demanding requirements of the mid-market, offering a powerful, highly flexible application platform, a complete set of CRM applications, and low-cost, results-producing implementation services. Pivotal delivers software and services that produce meaningful increases in revenues, margins and customer loyalty for companies and business units in the revenue range of $100 million to $3 billion.
Locally Pivotal has offices in both Sydney and Auckland.
More than 1,600 companies around the world have licensed Pivotal including: New Zealand Milk , Syngenta, Regus, Wizard Financial Services, Warehouse Stationery, Meridian Energy, AMP Henderson Global Investments, Australian Red Cross. Multiple Sclerosis Society, BT Funds Management, Medical Defense Association of Victoria, Melbourne Football Club, CIBC, Centex Homes, Farm Credit Services of America, HarperCollins Publishers, Hitachi Telecom Inc., Palm, Inc., Pharmacia Corporation, Premera Blue Cross, Royal Bank of Canada, Sharp Electronics Corporation, Southern Company, Vivendi and WebEx Communications.</p>
<p>Pivotal's complete CRM software suite includes a powerful application platform and capabilities in marketing, sales, service, contact centers, partner management and interactive selling. For more information, visit www.pivotal.com.</p>
<p>About Talisma
Talisma is a leading provider of web-driven customer service solutions that integrate the power of email, chat, real-time collaboration and telephony applications with a mature, robust multi-channel interaction management platform, comprehensive analytics and a fully integrated system-wide knowledgebase and customer database. Talisma’s customers enjoy a 360-degree view of all customer communications—regardless of channel—within an easy-to-use and configurable interface. The results are improved business performance through lowering the overall costs of service delivery while increasing customer satisfaction and retention. Talisma’s global customers include Microsoft, Coast Capital Savings, Dell, The Arthritis Foundation, Tupperware, Getty Images, Palm, University of Nebraska-Lincoln, EMI Records, Sony, Click 2 Learn, Florida State University, Aviva Life Insurance, and HGTV. The company is based in Kirkland, Washington, with offices across the United States, Europe and Asia. For more information, visit www.talisma.com.</p>
<p>About Oak
Oak Investment Partners is a growth-oriented private equity firm with a total of $4.2 billion in committed capital. Investments are primarily focused on growth opportunities in enterprise application and infrastructure software, telecommunications equipment and services, data storage, financial services technology, outsourced services, healthcare services and retail. Over a 25-year history, Oak has achieved a strong track record as a stage-independent investor funding more than 350 companies at various points in their lifecycle. Oak has been involved in the formation of companies, provided growth equity to mid- and late-stage businesses, as well as spinouts of operating divisions and technology assets. A representative list of Oak portfolio companies includes Aquantive, Compaq, Inktomi, InterNAP, Polycom, Primus, Seagate, Sybase, Synopsys, Wellfleet, and Wireless Facility Inc.</p>
<p>Forward Looking Statements</p>
<p>This release contains forward-looking statements concerning the proposed transaction and the post transaction operations of Pivotal and Talisma that involve a number of known and unknown risks, uncertainties and other factors that may cause actual results of events to differ materially from those anticipated in our forward-looking statements. Factors that could cause actual results to differ materially include: the need to obtain approval of Pivotal shareholders and the Supreme Court of British Columbia and to satisfy closing conditions, rapid technological changes in the industry; volatility in the market price of the company's common stock; the company's ability to successfully manage its growth; the ability to maintain and grow successful third party relationships, to improve current products and develop new products, to adequately protect the proprietary rights, and other factors as described in the Pivotal’s SEC filings. Although we believe that the expectations reflected in our forward-looking statements are reasonable, individual results may vary, and we cannot guarantee future results, levels of activity, performance or achievements or other future events. Moreover, neither we nor anyone else assumes responsibility for the accuracy or completeness of forward-looking statements. Forward looking statements are based on beliefs, opinions and estimates of management on the date the statements are made. We do not undertake any obligation to update forward looking statements if those beliefs, opinions, estimates or other factors should change.</p>

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