Ventro Corporation Announces Acquisition of NexPrise, Inc.

17-Jul-2001

Ventro™ Corporation (Nasdaq: VNTR), a pioneer in business-to-business e-commerce, announced today that it has signed a definitive agreement to acquire privately held NexPrise, Inc., a provider of collaborative commerce solutions located in Santa Clara, California. The combined entity will leverage the strengths of both organizations to provide enterprise solutions for Internet-based collaborative commerce. NexPrise's products allow manufacturers, suppliers, customers, and partners to collaborate on e-business processes such as product design and engineering; complex procurement and strategic sourcing; and program and project management. The NexPrise solutions are designed for rapid implementation within a customer's environment. Since its inception, NexPrise has brought new advances in collaborative commerce to the market, and has successfully built a solid base of top-tier customers, including Boeing Rocketdyne, Sikorsky, and Lockheed Martin. Under the terms of the stock purchase agreement, the expected cost of the transaction will be approximately $27 million, inclusive of liabilities assumed and transaction costs. The net cash outlay to close the transaction should approximate $22 million. As part of the transaction, Ventro will assume NexPrise's obligations under existing option plans, which may result in the issuance of 3.3 million Ventro shares, and under a warrant with Covisint, LLC, which may result in the issuance of 2.4 million Ventro shares. The value of these projected share issuances is included in the $27 million cost. The boards of directors of both companies have approved the merger. The closing of the merger is subject to the approval of NexPrise's shareholders and other conditions, including the receipt of various consents. The parties expect the merger to close before the end of the third quarter. Operations will be consolidated in Ventro's Mountain View headquarters. "The NexPrise acquisition is an important step in our evolution," said David Perry, CEO of Ventro. "We believe that collaborative commerce is the most interesting growth area in business-to-business e-commerce. This acquisition provides us with mature technology with which we can address the unmet need of customers in discrete and process manufacturing industries." "We are very excited about this transaction," said Ted Drysdale, CEO of NexPrise and President of Ventro upon close of the transaction. "The combination of our innovative technologies, business-to-business thought leadership, and capabilities in procurement, workflow automation, and design collaboration provides a significant opportunity to define and deliver the future of collaborative commerce." Collaborative commerce solutions create efficiencies by automating the design and procurement processes among companies, their partners, and their suppliers. For discrete manufacturers, these solutions reduce time-to-market by optimizing the product development process, from concept to mass production. For process manufacturers, these solutions reduce time-to-operations of strategic construction and maintenance projects by optimizing the engineering design and procurement process. The union of Ventro and NexPrise will uniquely address the needs of companies who want to e-commerce enable their collaborative business processes, allowing them to accelerate decision velocity and increase visibility across their supply chain.

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