SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): December 16, 1999
ARIBA, INC.
-------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 7372 77-0439730
----------------------------- ------------------------ ----------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
1565 Charleston Road
Mountain View, California 94043
(650) 930-6200
-------------------------------------------------------------------------------
(Addresses, including zip code, and telephone numbers, including
area code, of principal executive offices)
ITEM 5. OTHER EVENTS.
On December 16, 1999, Ariba, Inc., a Delaware corporation ("Ariba"),
entered into an Agreement and Plan of Reorganization (the "Agreement") with
TRADEX Technologies, Inc., a Delaware corporation (the "Company"), and Apache
Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of
Ariba ("Merger Sub").
Subject to the terms and conditions of the Agreement, Merger Sub
shall be merged with and into the Company at the effective time of the merger
(the "Merger"). As a result of the Merger, the separate corporate existence
of Merger Sub shall cease and the Company shall continue as the wholly owned
subsidiary of Ariba. Pursuant to the Merger Agreement, Ariba has agreed to
issue shares of its common stock, par value $0.002 per share (the "Ariba
Shares") worth approximately $1.86 billion (based on the closing price on
December 15, 1999) in
exchange for all of the fully diluted shares of common stock, par value $0.01
of the Company (the "Company Common Stock"). At the effective time of the
Merger, each share of Company Common Stock issued and outstanding immediately
prior to the effective time of the Merger (other than the shares of Company
Common Stock to be canceled in accordance with the Merger Agreement) shall be
cancelled and converted automatically into the right to receive a portion of
the Ariba Shares pursuant to the exchange ratio set forth in the Merger
Agreement.
Consummation of the Merger is subject to certain conditions,
including receipt of the approval of the Merger by the stockholders of the
Company.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement. A copy of the
press release, dated December 16, 1999, issued by Ariba and the Company,
relating to the above-described transaction is attached as Exhibit 99.1
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Text of press release dated December 16, 1999.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARIBA, INC.
DATE: December 23, 1999 By: /s/ EDWARD P. KINSEY
---------------------------------------
Edward P. Kisney
Chief Financial Officer, Vice-President-
Finance and Administration and Secretary
(Principal Financial and Accounting
Officer)
3
INDEX TO EXHIBITS
Exhibit Description Page
------- ----------- ----
99.1 Text of press release dated December 16, 1999 5
4
EXHIBIT 99.1
ARIBA ACQUIRES TRADEX
ACQUISITION OF NET MARKETS SOLUTIONS LEADER EXTENDS LEADERSHIP POSITION TO
CRITICAL SEGMENTS OF EMERGING B2B ECONOMY
MOUNTAIN VIEW, CALIF. - DECEMBER 16, 1999 - Ariba, Inc. (Nasdaq: ARBA), today
announced that it has signed a definitive agreement to acquire privately-held
TRADEX Technologies, Inc., the leading provider of solutions for net markets.
The acquisition is Ariba's latest move to extend its existing leadership in
buy-side eCommerce to encompass the critical areas of the new
business-to-business (B2B) economy, including highly strategic net markets
that are expected to reshape industries for virtually all direct and indirect
goods and services.
With its industry-leading buy-side solutions, net market solutions
and network commerce services, Ariba's strategy is to create the industry's
first best-of-breed global B2B eCommerce platform. With this platform and its
current aggregated buying power, Ariba will be uniquely positioned to
accelerate the adoption of B2B eCommerce, create market efficiencies and
enable global economies of scale between thousands of corporate buyers,
suppliers, net markets and corporate exchanges.
Ariba will issue stock worth approximately US $1.86 billion, based
on yesterday's closing price, to TRADEX stockholders, which represents
approximately 13 percent of the fully diluted equity value of Ariba on a pro
forma basis. The parties expect the transaction to close in the second
quarter of 2000. The agreement is structured as a stock-for-stock merger and
will be accounted for as a purchase transaction.
TRADEX will provide Ariba with yet another source of network-based
revenue. Through TRADEX and Trading Dynamics solutions and Ariba Network
commerce services, Ariba will be able to provide transaction-based value
along multiple points in the global supply chain, creating revenues for Ariba
that will scale with B2B transactions.
ARIBA BECOMES MARKET SHARE LEADER FOR NET MARKET SOLUTIONS
Through TRADEX, Ariba will gain market share leadership and broader
expertise in Net Markets, one of the fastest growing and most strategic
segments of B2B eCommerce. With 18 Net Market customers, TRADEX powers more
net markets than any other provider. Customers include, Chemdex, EDS, Food
Service One, Industry Networks, Nippon Telegraph & Telephone (NTT),
Plastics.net and others.
In addition to adding new customers and solutions, the TRADEX
acquisition will add more than 180 professionals to the Ariba team, bringing
expertise in sales, services, marketing and product development in the net
market sector.
"Net markets are a core pillar in our strategy to extend Ariba's
leadership in buy-side eCommerce to leadership across business-to-business
eCommerce, period," said Keith Krach, chairman and CEO at Ariba. "We believe
that, just as new dot-coms are emerging around every conceivable good and
service
5
in the consumer world, there will be net markets to serve every industry in
the business world. The TRADEX team and solutions will accelerate Ariba's
time to market in this fast-moving strategic high ground, giving Ariba the
opportunity to partner with net market makers in a broad array of industries
and geographies. Ariba will be clearly positioned to lead the electronic
trade revolution and accelerate the mainstream adoption of B2B eCommerce with
a platform of interoperable best-of-breed solutions for buyers, suppliers and
net markets."
"Net markets alone are critical leverage points in the new economy.
When provided with a means to interoperate with large corporate buyers and
other digital marketplaces, the viral network effect should be tremendous,"
said Daniel Aegerter, TRADEX CEO. "To provide the ultimate value to our
current and future net market maker partners, it was clear that we needed to
join with a company that offers buy-side leadership, a robust network of
interoperability and commerce services, and a proven history of strong
execution. The vision, solution, business model and cultural fits between
TRADEX and Ariba will create a powerful new industry force to move B2B
eCommerce from the building phase to the transactive phase."
"TRADEX software offers an important component to Chemdex's hosted
procurement capabilities, which are part of our comprehensive B2B e-commerce
platform. We believe that this is a sound strategic acquisition for Ariba and
complementary to Chemdex's focus on multiple vertical markets," said David
Perry, president and CEO of Chemdex. "We have a valuable existing partnership
with Ariba, and in conjunction with our IBM alliance, this acquisition will
accelerate our ability to collaborate with Ariba in existing and future net
markets." Chemdex is a leading provider of B2B e-commerce solutions for
multiple net markets, including laboratory supplies and equipment, specialty
medical products, and high-volume hospital supplies.
ABOUT NET MARKETS
Net markets are sites on the public Internet that bring together
fragmented groups of buyers and suppliers to create larger, more efficient
markets with greater buying power. Net markets include vertical marketplaces
that focus on specific industries and/or direct goods (e.g. Chemdex) and
horizontal marketplaces that invite other buyers in shared corporate
exchange. Net markets can use fixed pricing and/or dynamic pricing mechanisms
such as auctions, reverse auctions (request for quote, or RFQ) and
bid/ask-style exchanges.
Analyst groups predict strong growth in net markets, with Gartner
Group predicting 7,500 to 10,000 new markets established by 2002.
The agreement to acquire TRADEX closely follows Ariba's agreement to
acquire Trading Dynamics, a best-in-breed leader in configurable dynamic
trading solutions for Net Markets. Trading Dynamics customers include
PlasticsNet, California ISO (energy), NetworkOil.com, Skillsvillage.com,
CarrierPoint and eLow.com. Trading Dynamics applications already interoperate
with the TRADEX Commerce Center solution and are being implemented today by
several mutual customers.
In September, 1999, Ariba announced its plans for the Ariba Internet
Business Exchange-TM- (Ariba IBX-TM-) service, an Internet-hosted solution
for building corporate exchanges. Ariba IBX technologies will be integrated
into the TRADEX Commerce Center solution to provide a single best of breed
solution for net markets.
6
ARIBA NET MARKETS BUSINESS UNIT
In order to focus dedicated resources on the rapidly growing Net
Markets segment, Ariba will form a new Net Markets Business Unit. This unit
will be headed by John Baumstark, currently Chief Operating Officer of TRADEX
and will include more than 100 direct sales and professional services
personnel experienced in the needs of net market makers.
THE INDUSTRY'S ONLY BEST-OF-BREED B2B PLATFORM
Ariba is the first company to deliver best-of-breed solutions that
address all three critical leverage points of the B2B network economy: buyer
liquidity (aggregated buying power), rapid net market enablement, and an
Internet commerce network that delivers interoperability and shared commerce
services:
BUYER LIQUIDITY: The Ariba ORMS-TM- and Ariba ORMX-TM- buyer
enablement solutions deliver cost savings to corporate buyers by automating
and directing corporate-wide spending to approved suppliers at negotiated
prices. These solutions also deliver immediate buyer liquidity and
accelerated speed to spend for net markets and individual suppliers by
aggregating purchasing power across corporate buyers and directing this
buying power to preferred net markets and suppliers.
NET MARKET SOLUTIONS: TRADEX Commerce Center, together with Ariba
IBX technologies, Trading Dynamics dynamic trading solutions and Ariba
Network commerce services, provide a complete solution set for building
individual net markets for both direct and indirect goods and services. These
solutions will offer net market makers choice, flexibility, control and
maximum opportunities for added value in the creation of net markets.
INTEROPERABILITY AND META-NETWORK EFFECT: The Ariba Network delivers
a B2B "network of markets". The Ariba Network provides net markets, Corporate
Exchanges, individual corporate buyers and suppliers with an open, scalable,
single point of connection to one another on the public Internet designed to
create a meta-network effect and global economies of scale. The Ariba Network
also provides a common platform for Ariba and its commerce partners to
deliver a choice of shared B2B services such as dynamic pricing, electronic
payments, content management, searching and sourcing.
Morgan Stanley Dean Witter advised Ariba in connection with this
transaction.
ABOUT TRADEX TECHNOLOGIES, INC.
TRADEX Technologies provides the platform that powers the world's leading
digital marketplaces. Specifically designed to enable multiple buyers and
suppliers to exchange goods, services and information in online trading
communities, the TRADEX Commerce Center-TM- platform serves as the foundation
for digital marketplaces created by such customers as EDS, NTT, MetalSite,
PlasticsNet, HOTS e-commerce, DACOM Corporation, Raytheon and others. Founded
in 1996, TRADEX is a privately held, venture-backed company. TRADEX is
headquartered in Atlanta, GA, with offices in Boston, Dallas, Philadelphia,
San Francisco, Washington, DC, London, Tokyo, Milwaukee and Tampa. For
additional information, visit the company's Web site at www.tradex.com.
7
ABOUT ARIBA, INC.
Ariba, Inc. is a leading provider of business-to-business eCommerce services
and solutions. The company delivers an open, end-to-end, best-of-breed
platform of interoperable solutions to manage corporate purchasing on the
Internet, build net markets, and provide suppliers with buyer access and
integration. Together, Ariba's software and services leverage the
Internet-based Ariba Network to integrate the internal and external commerce
processes of buyers, suppliers, net markets and commerce service providers.
The result is a global eCommerce infrastructure that provides cost saving and
revenue opportunities for businesses of all sizes. Ariba can be contacted in
the U.S. at +1.650.930.6200 or at www.ariba.com.
Ariba is a registered trademark of Ariba, Inc. Ariba ORMS, Ariba ORMX, Ariba
IBX and Ariba Network are trademarks of Ariba, Inc. All other products or
company names mentioned are used for identification purposes only, and may be
trademarks of their respective owners.
Information in this release may involve expectations, beliefs, plans,
intentions or strategies regarding the future. These forward-looking
statements involve risks and uncertainties. All forward-looking statements
included in this release are based upon information available to Ariba as of
the date of the release, and we assume no obligation to update any such
forward-looking statement. The statements in this release are not guarantees
of future performance and actual results could differ materially from our
current expectations. Numerous factors could cause or contribute to such
differences. Some of the factors and risks associated with our business are
discussed in the Company's registration statement on Form S-1 declared
effective by the Securities and Exchange Commission ("SEC") on June 22, 1999,
and in the other reports filed from time to time with the SEC. Completion of
the merger is subject to customary closing conditions.
8