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November 17, 2003
Onyx Software Proposal to Acquire Pivotal Remains Open
Pivotal Shareholders to Vote Tuesday
"Onyx is in a position to thrive on its own. Pivotal and Talisma are not. That being said, adding the positive assets of Pivotal into our business could further enhance the opportunity to create value for both companies' shareholders," said Onyx CEO Brent Frei. "Our acquisition offer remains on the table and we are hopeful that we will have the opportunity to engage with Pivotal towards this goal."
ONYX BELIEVES ITS OFFER IS SUPERIOR
Onyx Software made its unsolicited proposal after being excluded from the Pivotal company-sale process. Under the terms of the proposal, the companies would be combined on the basis of 0.475 shares of Onyx Software common stock for each common share of Pivotal Corporation, or approximately 12.5 million shares of Onyx.
The Onyx proposal:
- Offers Pivotal shareholders equity participation in what would be the second largest pure play CRM vendor
- Is expected to result in synergies leading to incremental quarterly profits and cash flows to the combined entity that Onyx believes could approach $2 million as early as one to two full quarters following the acquisition
- Does not require financing as a condition
- Is expected to be completed in the first calendar quarter of 2004
- Provides opportunity for Pivotal employees and shareholders to participate in the possible upside of a publicly-traded stock
- Puts Pivotal assets with Onyx - a company that has delivered better operating performance and equity valuation
- Provides Pivotal customers with a vendor, Onyx, that leads the industry in customer satisfaction
- Provides potential tax deferral benefits not available to Pivotal shareholders under Talisma's offer
PIVOTAL SHAREHOLDERS TO VOTE TUESDAY
On Tuesday, November 18 at 2:30 p.m., Vancouver time, Pivotal shareholders are scheduled to vote on the Talisma offer. Onyx has reviewed the Pivotal meeting materials and the statements regarding the deadline for submitting proxies for the shareholder meeting. In one instance Pivotal asserts that proxies must be submitted no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the meeting. However, page 41 of the Pivotal Information Circular dated October 21, 2003, states that in order to be valid and effective, proxies must be submitted not more than 48 hours prior to the meeting. In view of this inconsistency, Onyx believes that shareholders should be permitted to submit proxies until the commencement of the meeting.
POSITIVE REACTION TO THE ONYX PROPOSAL
In the three trading sessions since Onyx Software's announcement, the NASDAQ trading volume in Pivotal stock exceeded 6.3 million shares and 0.6 million shares were traded on the Toronto Stock Exchange -- all at prices in excess of the existing $1.78 Talisma offer - strongly indicating that the financial community believes that the Onyx proposal is superior. Shareholders who preferred Talisma's lower cash offer could have and may yet be able to sell their shares for $1.78 or higher.
"In addition to the strong support that the financial markets have shown for Onyx Software's proposed business combination with Pivotal, we are encouraged by positive comments made by a broad variety of CRM industry observers," said Brent Frei, Onyx Software CEO. These published comments can be reviewed at: www.onyx.com/newsandevents/pivotalinfo/comments.asp.
About Onyx SoftwareOnyx Software Corp. (Nasdaq: ONXS), a worldwide leader in delivering successful CRM, offers a fast, cost-effective, usable solution that shares critical information among employees, customers and partners through three role-specific, Web services-based portals. The Onyx approach delivers real-world success by aligning CRM technology with business objectives, strategies and processes. Companies rely on Onyx across multiple departments to create a superior customer experience and a profitable bottom line. Onyx serves customers worldwide in a variety of industries, including financial services, healthcare, high technology and the public sector. Customers include Amway, United Kingdom lottery operator Camelot, Delta Dental Plans of California, Microsoft Corporation, Mellon Financial Corporation, The Regence Group, State Street Corporation and Suncorp. More information can be found at (888) ASK-ONYX, info@onyx.com.
This communication is not a solicitation of a proxy from any security holder of Pivotal Corporation or Onyx Software Corporation. Nor is this communication an offer to purchase nor a solicitation of an offer to sell securities. Any offer will be made only through an exchange offer statement, information circular, proxy statement or similar document. Investors and security holders are strongly advised to read such document regarding the proposed business combination referred to in this communication, if and when such document is filed and becomes available, because it will contain important information. Any such document would be filed by Onyx Software Corporation with the U.S. Securities and Exchange Commission (SEC). Investors and security holders may obtain a free copy of such document (if and when filed and available) and other relevant documents related to the proposed business combination on the SEC's web site at: <www.sec.gov>. Any such document and related materials may also be obtained for free by directing such requests to Onyx at 425-451-8060. Onyx Software Corporation and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Pivotal Corporation and Onyx Software Corporation security holders in favor of the proposed transaction, should Onyx Software Corporation solicit such proxies. Information regarding the security ownership and other interests of Onyx Software Corporation's executive officers and directors will be included in any such exchange offer statement, information circular, proxy statement or similar document.
Forward-Looking Statement
| Contact: | Rosemary Moothart Investor Relations Director Onyx Software (425) 519-4068 |
Mary Erickson Reidy Communications (605) 325-3286 |
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