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8-K - UNICA CORPORATION - UNICA CORP | b82224e8vk.htm |
EX-2.1 - EX-2.1 - UNICA CORP | b82224exv2w1.htm |
EX-10.1 - EX-10.1 - UNICA CORP | b82224exv10w1.htm |
Exhibit 99.1
IBM to Acquire Unica Corporation
Accelerates
IBM initiatives to help organizations better understand their
customers
and transform marketing campaign execution
and transform marketing campaign execution
ARMONK,
NY and WALTHAM, Mass., August 13, 2010 IBM (NYSE: IBM) and Unica Corporation (NASDAQ:
UNCA) today announced they have entered into a definitive agreement for IBM to acquire Unica in a
cash transaction at a price of $21 per share, or at a net price of approximately $480 million,
after adjusting for cash. A publicly held company in Waltham, Mass., Unica will expand IBMs
ability to help organizations analyze and predict customer preferences and develop more targeted
marketing campaigns.
The acquisition, which is subject to Unica shareholder approval, applicable regulatory clearances
and other customary closing conditions, is expected to close in the fourth quarter of 2010.
Todays leading organizations place a high value on a consistent and relevant customer experience.
They must continuously focus on enhancing their brand by responding quickly to marketplace changes
and differentiating themselves through more targeted, personalized marketing campaigns. In order
to achieve this, marketing professionals are increasingly investing in technology to automate and
manage marketing planning and execution to help them better analyze customer preferences and trends
and in turn, predict buying needs and drive relevant campaigns.
To meet this demand, IBM is assembling transformational capabilities to help clients create
this consistent and relevant cross-channel brand experience to promote customer loyalty and
satisfaction. With sophisticated analytics and marketing process improvement, the combination of
IBM and Unica will help clients streamline and integrate key processes including relationship
marketing, online marketing and marketing operations.
Building on this extensive industry expertise, Unica has more than 1,500 global customers across a
wide range of industries including financial services, insurance, retail telecommunications, travel
and hospitality. Customers include Best Buy, eBay, ING, Monster, Starwood and US Cellular.
Todays news expands IBMs growing portfolio of industry software solutions designed to help
companies automate, manage, and accelerate core business processes across marketing, demand
generation, sales, order processing and fulfillment. This acquisition along with IBMs recent
acquisitions of Sterling Commerce and Coremetrics will enhance IBMs
ability to support customers increasing demands in this growing market.
IBM understands the demands on todays organizations to transform core business processes in
functions such as marketing with intelligence and automation, said Craig Hayman, general manager,
IBM Industry Solutions. Unica was a clear choice for IBM based on its power to automate a broad
set of marketing capabilities and its established reputation for delivering customer
success in marketing to organizations around the world.
Unicas focus is to help our customers deliver marketing messages so relevant that they are
perceived as a service to our clients customers, said Yuchun Lee, CEO, Unica Corp. Together
with IBM, we will bring our leading enterprise marketing management solutions to a wider set of
customers worldwide and with a much broader, more comprehensive portfolio.
Unicas 500 employees will be integrated into IBMs Software Solutions Group, which includes a
range of industry-focused offerings. Unica software will complement the capabilities of IBMs
Business Analytics and Optimization Consulting organization a team of 5,000 consultants and a
network of analytics solution centers, backed by an overall investment of more than $11 billion in
acquisitions in the last five years.
For more information visit: http://www.ibm.com/press/us/en/pressrelease/32309.wss
IBM, the IBM logo, ibm.com, Smarter Planet and the planet icon are trademarks of International
Business Machines Corporation, registered in many jurisdictions worldwide. Other product and
service names might be trademarks of IBM or other companies. For a current list of IBM trademarks,
please see www.ibm.com/legal/copytrade.shtml
All other company, product or service names may be trademarks or registered trademarks of others.
Statements concerning IBMs future development plans and schedules are made for planning purposes
only, and are subject to change or withdrawal without notice. Reseller prices may vary.
###
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction between IBM and Unica,
the expected timetable for completing the transaction, benefits and synergies of the transaction,
future opportunities for the combined company and products and any other statements regarding IBM
and Unicas future expectations, beliefs, goals or prospects constitute forward-looking statements
made within the meaning of Section 21E of the Securities Exchange Act of 1934 and (collectively,
forward-looking statements). Any statements that are not statements of historical fact (including
statements containing the words believes, plans, anticipates, expects, estimates and
similar expressions) should also be considered forward-looking statements. A number of important
factors could cause actual results or events to differ materially from those indicated by such
forward-looking statements, including the parties ability to
consummate the transaction; the conditions to the completion of the transaction, including the
receipt of shareholder approval, court approval or the regulatory approvals required for the
transaction may not be obtained on the terms expected or on the anticipated schedule; the parties
ability to meet expectations regarding the timing, completion and accounting and tax treatments of
the transaction; the possibility that the parties may be unable to achieve expected synergies and
operating efficiencies in the arrangement within the expected time-frames or at all and to
successfully integrate Unicas operations into those of IBM; such integration may be more
difficult, time-consuming or costly than expected; operating costs, customer loss and business
disruption (including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than expected following the transaction;
the retention of certain key employees of Unica may be difficult; IBM and Unica are subject to
intense competition and increased competition is expected in the future; fluctuations in foreign
currencies could result in transaction losses and increased expenses; the volatility of the
international marketplace; and the other factors described in IBMs Annual Report on Form 10-K for
the fiscal year ended December 31, 2009 and in its most recent quarterly report filed with the SEC,
and Unicas Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and in its most
recent quarterly report filed with the SEC. IBM and Unica assume no obligation to update the
information in this communication, except as otherwise required by law. Readers are cautioned not
to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of Unica by IBM. In connection with the proposed acquisition, Unica intends to file relevant
materials with the SEC, including Unicas proxy statement in preliminary and definitive form.
SHAREHOLDERS OF UNICA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
UNICAS DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of
charge at the SECs web site, http://www.sec.gov. Documents will also be available for free from
Unica by contacting Kori Doherty, ICR at 617-956-6730 or kdoherty@icrinc.com Such documents are not
currently available.
Participants in Solicitation
IBM and its directors and executive officers, and Unica and its directors and executive officers,
may be deemed to be participants in the solicitation of proxies from the holders of Unica common
shares in respect of the proposed transaction. Information about the directors and executive
officers of IBM is set forth in the proxy statement for IBMs 2010 Annual Meeting of Stockholders,
which was filed with the SEC on March 8, 2010. Information about the directors and executive
officers of Unica is set forth in the proxy statement for Unicas 2010 Annual Meeting of
Shareholders, which was filed with the SEC on January 25, 2010. Investors may obtain additional
information regarding the interest of such participants by reading the definitive proxy statement
regarding the acquisition when it becomes available.
Contacts:
Mike Azzi IBM Communications 914-766-1561 azzi@us.ibm.com |
Kory Liss IBM Investor Relations 914-499-4095 kory@us.ibm.com |
|
Dan Ring Unica Communications 781-487-8641 dring@unica.com |