Primus Knowledge Solutions (NASDAQ:PKSI)
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Mitchell-Wright Technology Group, LLC Urges Art Technology Group
Shareholders to Vote Against the Merger With Primus Knowledge Solutions, Inc.
CINCINNATI, Oct. 18 /PRNewswire/ -- Mitchell-Wright Technology Group, LLC
("MWTG") today called for shareholders to choose the certainty of profits over
the hope of an uncertain merger plan. MWTG believes that the management and
Board of Directors of Art Technology Group ("ARTG") [Nasdaq: ARTG] have failed
to provide a merger plan with Primus Knowledge Solutions, Inc. ("Primus")
[Nasdaq: PKSI] that would justify increasing the outstanding ARTG common shares
by 45%.
MWTG believes that the Board and management have chosen to continue to operate
the company at a loss because they believe in the idea of being a 'large
company'. We believe the market has changed for small technology companies --
market value is driven more by profitability than by size. Instead of focusing
on profits and profitable growth, however, management is determined to follow a
plan that makes them bigger with only the hope of generating future profits. We
urge them to choose profits over size.
We encouraged the Board to produce a realistic plan that demonstrates the value
of the deal to justify the substantial dilution that ARTG's shareholders will
suffer in this transaction. The Board rejected this concept. Since the end of
September the Board and management have been on a mission: offering
shareholders hollow promises and false hopes of new revenue growth to induce a
vote for the merger. Instead of management's promises, consider its actions:
* In the past two years, management has lost more than $40 million in cash
from operations, an indication of poor cost management.
* In the last year, management has lost more than 60% of the market value
of the Company, an indication of a flawed strategy.
* In the past few weeks, management has modified its plan three times,
without offering any supporting information; AND management's plan still
does not demonstrate how the Company can earn back the shareholder
dilution from this ill-conceived merger.
What has management done to earn your trust and your vote?
MWTG believes that this transaction threatens shareholder value with an
insufficient plan to enhance value. The Company recently stated that management
believes the Primus acquisition offers the best hope of stronger performance.
How can ARTG expect its shareholders to hang their hopes on a dilutive
transaction with a failing company to get stronger performance?
Hoping the proposed merger makes ARTG stronger is NOT good enough. Do not buy
into management's fear tactics. The most certain path to realizing shareholder
value is through profitable, independent operations.
MWTG believes the Board has allowed management to erode shareholder value. WE
BELIEVE IT IS TIME FOR SHAREHOLDERS TO PROTECT THE VALUE OF ARTG BY VOTING
AGAINST THE MERGER.
WE URGE YOU TO DEMONSTRATE YOUR OPPOSITION BY SIGNING, DATING AND RETURNING THE
BLUE PROXY CARD AS SOON AS POSSIBLE. Vote for the certainty of value in a
strong, independent ARTG by voting AGAINST the merger.
Please note, shareholders may have the ability to vote shares by telephone or
Internet. To vote by telephone, shareholders should call the toll free number
found on their voting instruction form, or call 1-800-454-8683 and enter the 12
digit Control Number found on the right hand portion of their voting
instruction form. To vote by Internet shareholders should go to
http://www.proxyvote.com/ and follow the easy instructions provided.
For more information, please visit http://www.saveatg.com/.
Mitchell-Wright Technology Group, LLC, Mitchell-Wright, LLC, SSH partners I,
LP, Arcadia Partners, L.P., Arcadia Capital Management, LLC, James Dennedy and
Richard Rofe are participants in a solicitation of proxies from the
shareholders of Art Technology Group, Inc. for use at its special meeting
scheduled to be held on October 22, 2004. Information relating to these
participants and certain other persons who may also be deemed to be
participants in the solicitation of proxies is contained in their proxy
statement filed with the Securities and Exchange Commission on October 8, 2004.
Shareholders are advised to read the proxy statement and the other documents
related to the solicitation of proxies by Mitchell-Wright Technology Group, LLC
and the other participants because they contain important information. A copy
of the proxy statement has been mailed to shareholders and is currently
available at no charge on the Securities and Exchange Commission's website at
http://www.sec.gov/. In addition, you may also obtain a free copy of the proxy
statement by contacting Innisfree M&A Incorporated toll free at (888) 750-5834
(banks and brokers call collect at (212) 750-5833).
CONTACT:
Ellen Gonda
Brunswick Group
(212) 333-3810
DATASOURCE: Mitchell-Wright Technology Group, LLC
CONTACT: Ellen Gonda of Brunswick Group, +1-212-333-3810, for
Mitchell-Wright Technology Group, LLC
Web site: http://www.proxyvote.com/
http://www.saveatg.com/