Filenet (NASDAQ:FILE)
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IBM (NYSE:IBM) and FileNet Corporation (NASDAQ:FILE)
today announced that the two companies have entered into a definitive
agreement for IBM to acquire FileNet, a publicly held company based in
Costa Mesa, Calif., in an all-cash transaction at a price of
approximately $1.6 billion, or $35 per share. The acquisition is
subject to FileNet shareholder approval, regulatory reviews and other
customary closing conditions. It is expected to close in the fourth
quarter of 2006.
FileNet is a leading provider of business process and content
management solutions. This acquisition builds upon IBM's Information
on Demand initiative, launched in February 2006, to address the
growing market opportunity around combining IBM's software, services,
partners and industry consulting expertise to improve clients'
business performance. The Information on Demand strategy aims to
provide clients with data exactly when and how they need it to improve
their business processes, quickly respond to market needs and rapidly
identify new business opportunities.
A convergence of challenges facing businesses today - including
globalization, mergers and acquisitions, information overload and
regulatory compliance -- are driving companies to find new ways to
gain insight from their information so they can use it to grow their
business. IBM's acquisition of FileNet aims to further the company's
Information on Demand initiative, IBM's strategy for addressing this
growing market opportunity.
With information volumes growing and customers facing greater
competitive pressures to be more responsive and efficient, enterprise
content management (ECM) and business process management (BPM) are
becoming more critical for improving business performance. IBM's
acquisition of FileNet will allow customers to benefit from the
combined capabilities of both companies - from ensuring content is
delivered and utilized in context of their business processes to
achieving effective compliance, archiving and document retention.
IBM plans to build upon the advanced Content Management
technologies of both companies to provide customers and partners with
industry-focused, high value solutions that are able to proactively
capture and deliver content as part of a business process. These
technologies can be integrated into IBM's service oriented
architecture (SOA)-based capabilities, including business process
management and information lifecycle management.
"Freeing up information contained in content management systems is
critical to unlocking the potential of information to improve business
processes and performance," said Ambuj Goyal, general manager, IBM
Information Management. "The combination of IBM and FileNet will
provide our customers and partners with industry-focused content
management solutions that offer a new level of business value."
Customers are making platform standardization decisions for ECM
and are buying solutions that help build their core enterprise
infrastructures. This requires open standards, a broader, integrated
set of content management capabilities, and better integration with
business applications, which reduces total cost of ownership.
"The growth in enterprise deployments of ECM and BPM technologies
is fueling a global market expansion," said Lee Roberts, chairman and
CEO of FileNet. "The combination of IBM and FileNet will deliver
increased innovation and industry-focused content management
solutions, enabling our clients, Systems Integrators, ISVs and other
partners to create enhanced and more competitive solutions. At the
same time, this transaction offers FileNet shareholders a solid
premium over historical trading prices of our stock."
Following completion of the acquisition, IBM intends to:
-- Combine FileNet's operations with IBM's Content Management
business in the Information Management unit led by General
Manager Ambuj Goyal.
-- Preserve and enhance customer investments in both FileNet and
IBM Content Management platforms, leveraging IBM's
market-leading Information Integration technology to develop
broader ECM solutions.
-- Integrate IBM's BPM and Service Oriented Architecture
technologies with the FileNet platform.
-- Train IBM and FileNet partner and services teams on both IBM
and FileNet technology.
Through this acquisition, the thousands of customers using IBM and
FileNet solutions will now have a more powerful base of
industry-leading content management products to build upon as they
explore next-generation information management solutions.
Information On Demand
The desire by businesses to access, manage and deliver information
more efficiently is driving rapid change in the information technology
marketplace. Companies grappling with government mandates and business
demands are striving to capture and integrate information in a more
seamless, real-time fashion across their enterprises. IBM's
Information on Demand approach combines industry-specific expertise
with advanced software, open standards and storage technology --
integrated via a services oriented architecture -- to manage, secure
and deliver information as a service to solve business challenges.
About IBM
For more information about IBM, go to
http://www-306.ibm.com/software/data/ondemandbusiness/
About FileNet
FileNet Corp. offers enterprise software and services that help
customers make better decisions, faster. A leader and innovator in
Enterprise Content Management (ECM), Business Process Management (BPM)
and Compliance solutions, FileNet simplifies critical and everyday
decision-making processes, giving organizations a competitive
advantage. Since the company's founding in 1982, more than 4,300
organizations - including more than three quarters of the FORTUNE 100
- have taken advantage of FileNet solutions for help in managing their
mission-critical content and processes. For more information, visit
the FileNet Website at http://www.filenet.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: This release contains forward-looking statements
that are based on IBM's and FileNet's current expectations, estimates
and projections relating to the proposed acquisition of FileNet by
IBM, including the expected closing of the transaction and the
benefits thereof. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual results
could differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors. Important
factors that may cause such a difference for FileNet include, but are
not limited to, the possible failure to satisfy necessary conditions
to closing and difficulties in integrating the two businesses.
Additional Information about the Acquisition and Where to Find It
A special stockholder meeting will be announced soon to obtain
stockholder approval. FileNet Corporation intends to file with the
Securities and Exchange Commission a proxy statement and other
relevant documents in connection with the proposed transaction.
Investors of FileNet Corporation are urged to read the definitive
proxy statement and other relevant materials when they become
available because they will contain important information about
FileNet Corporation, buyer and the proposed transaction. Investors may
obtain a free copy of these materials (when they are available) and
other documents filed by FileNet Corporation with the Securities and
Exchange Commission at the SEC's website at www.sec.gov, at FileNet
Corporation's website at www.filenet.com or by sending a written
request to FileNet Corporation at 3565 Harbor Blvd., Costa Mesa,
California 92626, attention: Chief Legal Officer.
FileNet Corporation and its directors, executive officers and
certain other members of management and employees may be deemed to be
participants in soliciting proxies from its stockholders in favor of
the proposed merger. Information regarding the persons who may, under
the rules of the SEC, be considered to be participants in the
solicitation of FileNet Corporation's stockholders in connection with
the proposed transaction will be set forth in FileNet Corporation's
proxy statement for its special meeting. Additional information
regarding these individuals and any interest they have in the proposed
transaction will be set forth in the definitive proxy statement when
it is filed with the SEC.
IBM and the IBM e-business logo are trademarks or registered
trademarks of International Business Machines Corporation. For a list
of additional 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 IBM's future
development plans and schedules are made for planning purposes only,
and are subject to change or withdrawal without notice. Reseller
prices may vary.