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VerticalNet to Acquire Tradeum to Expand B2B eCommerce Platform
From Yahoo Business Wire
March 8, 2000
The merger is structured as a stock-for-stock exchange and will be accounted
for as a purchase transaction. VerticalNet will issue approximately
2,000,000 shares of VerticalNet common stock for all outstanding shares and
options in Tradeum. Tradeum will become a wholly owned subsidiary of
VerticalNet and will continue to be based in San Francisco.
"Over the last six months, we have been approached by numerous Global 2000
companies for a complete suite of B2B commerce services," said Mark Walsh,
President and Chief Executive Officer of VerticalNet. "By adding Tradeum's
flexible platform, we create the only comprehensive content, commerce and
community marketplace offering. We are uniquely positioned to bring both
functioning and differentiated vertical marketplaces and operating
experience to bear in applying this solution either within our network or
through joint ventures."
VerticalNet will keep Tradeum as a wholly owned subsidiary to pursue
implementations of its advanced commerce platform within existing
VerticalNet communities, through joint ventures or with stand-alone
customers. Tradeum's technology and implementation services add to
VerticalNet's ability to provide a robust and complete community, commerce,
and exchange platform to groups of Global 2000 companies and individual Net
Market Makers. This merger will also hasten implementation of exchanges
within the vertical trade communities of its recent joint ventures with
SoftBank in Asia as well as British Telecom and Internet Capital Group in
Europe.
"This deal accelerates the delivery of a customized B2B Internet commerce
solution for customers worldwide," said Zev Laderman, Chief Executive
Officer of Tradeum. "The combination extends VerticalNet's existing commerce
capabilities, opens a broader customer base for Tradeum, and extends the
reach of both companies to serve Global 2000 enterprises and Net Market
Makers."
This acquisition will allow VerticalNet to move on several fronts
simultaneously. Deploying a common technology platform will enable
VerticalNet to leverage its expertise in market design, business process and
market operations horizontally across all markets, rapidly accelerating time
to liquidity in sequential markets. The deal also assists VerticalNet in
enhancing the next generation of its electronic components exchange,
acquired in the purchase of NECX.com and the pending purchase of Real World
Electronics. With these purchases, VerticalNet expects to own and operate
one of the world's largest open/spot market exchanges.
"The electronic components market, supporting 14 separate vertical
communities, is one of the most sophisticated in terms of market
requirements and buying processes," said Larry Marshall, President of
NECX.com. "Tradeum stands out for its ability to meet these demanding
requirements and to rapidly increase market liquidity."
"Because we are the leader in creating and operating our own vertical
trading communities, we're in the unique position to pursue a range of
alternatives, including: providing a one-stop technology solution for other
Net Market Makers, partnering with Global 2000 companies in industries we
serve now or will serve in the future, and creating and owning our own
marketplaces," said Mike Hagan, Chief Operating Officer of VerticalNet. "We
think the world class Tradeum management team and technology platform, when
combined with VerticalNet's existing core competencies, becomes a key
ingredient in all three market strategies."
Tradeum's principal product is Xchange Suite 2.0, an XML and Java-based
platform for building dynamic marketplaces that allow multiple buyers,
sellers and transaction enablers to be matched real-time on a simultaneous
parameter-by-parameter basis. The company has developed a number of highly
scalable templates for various industries and offers web hosting for
industrial communities.
"Having served as an owner-operator of vertical trading communities, we have
developed an intimate understanding of what is required for effective
industrial sourcing and online purchasing," continued Walsh. "Tradeum
provides a flexible platform that allows market makers to choose their
appropriate market design and switch seamlessly between different types of
exchanges, auctions and sourcing activities. This acquisition gives us
powerful technology to extend our leadership in the creation and operation
of real time exchanges, while at the same time providing a level of
customization that makes it useful in all verticals and all types of
markets."
About Tradeum Building Digital Markets. Delivering the Networked Economy. As
the leading innovator in building digital marketplaces, Tradeum provides
flexible and scalable B2B commerce platforms supporting on-line catalogs,
auctions, and exchanges. Tradeum's Transaction Discovery(TM) model enables
customers to more quickly and easily discover and complete their optimal
transactions. For Global 2000 companies and net market makers, Tradeum's
XML-based solution, industry templates and hosting capabilities enable
faster more reliable time to market with higher transaction volumes.
Headquartered in San Francisco, California, Tradeum can be reached at
www.tradeum.com or 1.415.995.2080.
About VerticalNet, Inc.
Additionally, VerticalNet provides auctions, catalogs, bookstores, career
services and other e-commerce capabilities horizontally across its
communities with sites like Industry Deals.com, IT CareerHub.com, LabX.com,
Professional Store.com. VerticalNet's NECX Exchange provides an exchange for
the electronic components industry.
This announcement contains forward-looking statements that involve risks and
uncertainties, including statements relating to (i) the ability of
VerticalNet to extend its reach by leveraging Tradeum's capability, (ii) the
belief that the acquisition will allow VerticalNet to leverage its expertise
across markets, accelerate time to liquidity in sequential markets, extend
its leadership in the creation of real time exchanges and provide
customization that is useful in its verticals and markets, (iii) the ability
of the transaction to enhance the electronic components exchange of NECX,
(iv) the expectation that the transaction will hasten the implementation of
exchanges within the vertical trade communities of its international joint
ventures, (v) the belief that the transaction accelerates the delivery of a
customized B2B Internet commerce solution, (vi) the belief that the
acquisition will become a key ingredient of VerticalNet's market strategy as
well as (vii) statements that are preceded by, followed by or include the
words "believes," "plans," "intends," "expects," "anticipates," or similar
expressions. For such statements, VerticalNet claims the protection of the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from the results predicted, and reported results should not be
considered as an indication of future performance. Factors that could cause
actual results to differ from those contained in the forward-looking
statements include the ability of the parties to complete and close the
transaction; the difficulty in assimilating and integrating Tradeum's
technology, operations and workforce; market demand for Tradeum's products
and services as well as Tradeum's ability to develop new products and
services on a timely basis; the increasingly competitive and constantly
changing environment for the products and services offered by VerticalNet
and Tradeum; rapid technological and market changes; foreign government
regulations relating to the transaction and the business of Tradeum; the
ability to recruit and retain personnel, particularly technology
specialists; potential intellectual property and licensing issues; the
development and sale of superior products or services by competitors; as
well as those factors set forth in the Company's Annual Report on Form 10-K
for the period ended December 31, 1998 and the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, both of which have been
filed with the SEC.
VerticalNet is the registered trademark of VerticalNet, Inc. All other names
are trademarks and/or registered trademarks of their respective owners.
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