Siebel – Scopus Merger

Siebel Systems, Inc. announced this morning an agreement to merge with Scopus Technology, Inc. , creating the world’s largest provider of sales, marketing, and customer service information systems.

The combined company will bring together Siebel Systems, the leader in sales and marketing automation, with Scopus Technology, the leader in customer service, field service, and call center solutions to enhance its market leadership position in the Enterprise Relationship Management (ERM) marketplace.

The combined company will be known as Siebel Systems, with headquarters in San Mateo, Calif. Scopus Technology will operate as Siebel Systems’ customer service, field service, and call center business unit based in Emeryville, Calif. Ori S. Sasson, currently President and CEO of Scopus Technology, will become Senior Vice President and General Manager of the customer service, field service, and call center business unit and will become a member of the Siebel Systems’ executive committee.

The companies’ products, including Siebel Systems’ sales and marketing automation applications and Scopus Technology’s customer service, field service, and call center applications will be integrated into a unified suite of sales, marketing, and customer service systems. The company will develop a common user interface across the entire suite of applications, as well as a unified data model, architecture, and tool set. The integrated product suite will continue to support integration with back office and ERP systems to provide a complete, end-to-end enterprise information solution. Customers of both companies will be assured of a clear migration path as the product lines converge after the close of the merger.

Additional synergy results from the companies combining their ongoing vertical market initiatives focused upon banking, telecommunications, insurance, consumer goods, pharmaceutical, brokerage, health care, and technology and manufacturing industries.

The Scopus Technology organization will continue to focus its energies on the customer service, field service and call center market opportunities with responsibility for product marketing, marketing and engineering. Other business functions including sales, finance, customer support and corporate marketing will be integrated within the existing Siebel Systems organization.

“We are combining the leader in sales and marketing automation with the leader in customer service and call center solutions to provide customers the unified Enterprise Relationship Management systems they are clearly telling us they want,” said Thomas M. Siebel, Chairman and CEO of Siebel Systems. “Our technologies are entirely complementary, our cultures are well aligned, and our ability to reach and support customers on a global basis is tremendously enhanced. I’d characterize this as not only a win-win for current customers, but an unprecedented opportunity for potential customers to finally have access to the most robust single-source Enterprise Relationship Management systems available.”

Siebel continued, “The Scopus Technology service and call center products clearly lead the industry in providing enterprise class call center and field service solutions. These products are the hands-down winners.

“Equally important is our dramatically increased presence within the sales, marketing and customer service marketplace. With combined revenues of $206.4 million for calendar year 1997, more than 900 employees, and over 500 customers worldwide, we are optimistic about continuing to gain market share in this rapidly growing market segment. This merger provides the critical mass that will allow us to seize this tremendous market opportunity,” Siebel concluded.

“On virtually every basis — product strength, customer service, company vision and quality of business operations — Siebel Systems is the unrivaled leader in sales and marketing information systems,” said Ori S. Sasson, Chairman and CEO of Scopus Technology. “We can now dramatically expand the scope of solutions and level of service that we provide our installed base.”

“From a customer perspective, this is a dream come true,” said Dr. Eric Schmidt, Chairman and CEO of Novell, a large customer of both Siebel Systems and Scopus Technology. “The benefits are clear comprehensive functionality; clear technology leadership; a totally integrated Enterprise Relationship Management solution; and an unrivaled global support and service infrastructure.”

Under the terms of the agreement, each outstanding share of Scopus common stock will be exchanged, at a fixed exchange ratio of .36405, for newly issued shares of common stock of Siebel Systems. This will result in the issuance of approximately 7.5 million additional Siebel shares, valued at about $460 million based upon Siebel Systems’ closing price of Friday, Feb. 27, 1998. In addition, all outstanding employee stock options of Scopus Technology will convert into Siebel options at the same exchange ratio. The number of shares issued and options assumed will be adjusted to reflect the 2 for 1 Siebel Systems stock split announced Feb. 26, 1998.

The transaction will be accounted for as a pooling of interests, and will qualify as a tax-free reorganization. The merger is subject to the approval of shareholders of both companies, and appropriate government agencies. The transaction is expected to close in the second quarter of 1998.

Except for the historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. The success of the acquisition and future operating results of Siebel Systems and Scopus Technology may differ from the results discussed or forecasted in the forward-looking statements due to factors that include, but are not limited to, risks associated with acquisition, such as the potential inability to satisfy the closing conditions for the acquisition, potential difficulties in the assimilation of operations, strategies, technologies and products of the acquired company, the risk of loss of key personnel of the acquired company, diversion of management attention from other business concerns, business risks including the risk of variations in quarterly operating results due to the timing of significant orders and other factors, significant current and expected additional competition and the need to continue to expand product distribution. Further information on potential factors that could affect the financial results of Siebel Systems and Scopus Technology are included in Siebel Systems’ Report on Form 10-K for the year ended Dec. 31, 1996 and Scopus Technology’s Report on Form 10-K for the year ended March 31, 1997, each of which are on file with the Securities and Exchange Commission.

About Siebel Systems

Siebel Systems, Inc., (NASDAQSEBL) is the world’s leading supplier of enterprise-class sales, marketing, and customer service information systems for organizations focused on increasing sales and service effectiveness in field sales, service organizations, telesales, telemarketing, call centers, and third-party resellers. The company’s Windows-based client/server software combines a standards-based open architecture with new and emerging technologies to enable exceptional scalability, configurability, functionality, and performance. Siebel Systems’ corporate alliances include Andersen Consulting, Compaq Computer Corporation, and Microsoft. Siebel Systems product and service information is located on the World Wide Web at [www.siebel.com][1].

About Scopus Technology

Scopus Technology, Inc. (NASDAQSCOP) is the world’s leader in front office software with more than 70,000 end users in a wide variety of industries. The highly scalable and fully integrated Scopus Technology application suite drives mission-critical customer service, support, sales and marketing activities — focusing the entire enterprise on winning and keeping customers. Scopus Technology customers include world-class organizations like Alcatel, America Online, Bank of America, Bank of Indonesia, Boeing, Dell Computer, Fleet Bank, Ford Motor Co., GTE, Hewlett-Packard, LA Cellular, NTT, Packard Bell, VISA and Volvo. Founded in 1991, Scopus Technology is headquartered in Emeryville, Calif. For more information, visit the Scopus Technology Web site at [www.scopus.com][2].

[1]: http://www.siebel.com
[2]: http://www.scopus.com

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AlphaNet Office

AlphaNet Hospitality Systems announced this morning it has signed both The Watergate Hotel and Radisson Hotel Toledo for a state-of-the-art credit-card activated business center called ‘The Office’. “The Office” provides hotel guests with business equipment that operates in a self-serve and unattended manner. Besides featuring a personal computer complete with popular business software, Internet and e-mail access as well as printing, faxing and photocopying capabilities, “The Office” provides business travelers with easy access to on-line information through Business Traveler Services and CyberConnections.

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Virtual SOURCE

Interactive Buyers Network International, Ltd. announced Monday that Technicolor Video Services has subscribed to IBNL’s Virtual SOURCE network, the Company’s business-to-business electronic commerce service. Technicolor is the world leader in duplication services.  They join a continuing list of major corporations subscribing to Virtual SOURCE.

The Technicolor(TM) installation signals a new level of service and efficiency from the Virtual SOURCE(TM) system.  This new level of service gives online buyers the full process ability to source their purchasing requests, issue electronic purchase orders, and process credit card payments securely online.  The significant value to the user, in this case Technicolor(TM), will be the ease of location of the best prices and delivery times, as well as reducing the paperwork from thousands of invoices and statements, to a simple credit card statement.  According to nationally recognized accounting organizations, the cost of paperwork associated with the procurement process is currently five percent of the U.S. GDP.  Additionally, the system also includes a private Web site for management to view reports that measure buyer and supplier compliance.  These feature enhancements will be made available to all buyers online with Virtual SOURCE(TM) in the near future.

Mr. Ed Bull, Vice President Materials, of Technicolor(TM), stated, “We weighed our options and concluded that Virtual SOURCE(TM) linked to a major credit card program makes a great deal of sense for our purchasing.  We are planning to activate the system on a global basis.”

“We have reached a new level in the development of Virtual SOURCE(TM). Our online suppliers are excited about our transition from a tool that they could use to link to buyers, in order to exchange quote information.  Soon, customers will be able to get purchase orders and payment online.  What it means for us is that our hard work is paying off.  By providing this new level of efficiency, the flow of commerce on the Virtual SOURCE(TM) network can only continue to increase,” stated Mr. Robert (“Jay”) McShirley, CEO of IBNL.

IBNL operates Virtual SOURCE(TM) network, a proprietary software system designed to enhance business-to-business electronic commerce.  Buyers use the Virtual SOURCE(TM) network to obtain competitive bids in response to RFQs. Sellers use the Virtual SOURCE(TM) network to enhance sales opportunities and provide product and pricing information to customers.  The system can be operated through modem or Internet access.  Users of the system pay a nominal yearly subscription fee.  Current subscribers include industry leaders such as Warner Brothers, CBS Television City, B.F. Goodrich, Xircom, Time Warner’s WEA Manufacturing, Stone Container, Monogram Aerospace Fasteners, Castle Metals and Earle M. Jorgensen Company.

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NationsBank NM Card Center

NationsBank announced Friday that it will build a 76,768 square-foot facility in Rio Rancho, NM to house a new location for NationsBank Card Services.  The call center site will immediately house customer service functions for NationsBank Card Services, and later will include collections functions. Some 100 new jobs are expected to be created immediately and the facility could employ as many as 300 Albuquerque and Rio Rancho area residents by year-end.  NationsBank officials estimate that job growth could approach 1,000 within five years.

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Beneficial Closes Canadian Deal

Beneficial Corporation announced this morning it has finalized the previously announced sale of its Canadian subsidiary, Beneficial Canada Holdings Inc., to Associates Capital Corporation of Canada, a subsidiary of Associates First Capital Corporation. Although terms of the agreement were not disclosed, Beneficial Corporation will record a net aftertax gain of more than $100 million in the first quarter.

Beneficial Canada has 105 offices and C$1.1 billion in net receivables.

Beneficial Corporation announced last October that, as a result of a recent strategic review, it would sell its Canadian and German consumer finance subsidiaries and focus on its core U.S. consumer financial services businesses, including consumer finance, related credit insurance, private-label credit card, and its highly profitable United Kingdom and Irish operations. In February, the Company announced that its Board of Directors authorized the Company’s management and its financial advisors, Goldman Sachs and Merrill Lynch, to evaluate the full range of tactical and strategic alternatives to enhance shareholder value, including, among other things, continuing to pursue or modify the current strategy, a merger or other business combination or strategic alliance with another entity, or the sale of the Company.

Beneficial Corporation is a $17 billion, New York Stock Exchangelisted financial services holding company. Subsidiaries of the Company provide financial services through their various consumer finance, credit-card, banking and insurance operations located throughout the United States, the United Kingdom, Ireland and Germany.

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SCIA Beefs-up Website

The Smart Card Industry Association (SCIA) has unveiled an expanded Web site, exhibiting its commitment to promoting the understanding and acceptance of smart cards, while providing valuable member benefits and services.

The expansion includes the addition of a members-only benefit, a member directory, as well as general benefits like a members listing by category, a feedback page, frequently asked questions (FAQ’s), a home page teleticker, Smart Link on-line and an on-line membership application.

The SCIA member directory contains company descriptions, members’ industry focus and complete contact information which can be explored via a search engine. “This provides excellent networking opportunities for members,” said SCIA President Dan Cunningham. “When they need specific information, they can contact an expert.”

The listing of members by industry category, Smart Link on-line and FAQ’s were added as industry resources for visitors, as was a JAVA-enabled teleticker on the home page highlighting site features. The on-line SCIA membership application now makes it easier for prospective members to join, while the Feedback page allows for comments and questions regarding SCIA, the site or the smart card industry.

“The site is a valuable industry resource for both members and non-members,” said Cunningham. “More information is now at their fingertips.”

SCIA is a global trade association active in the smart card industry which strives to stimulate the adoption, use understanding and innovation of smart card technology in the marketplace. SCIA is also a co-founder and sponsor of CardTech/SecurTech, the leading advanced card and security technology conference.

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ICE Multi-Lane

Hypercom unveiled Thursday the third member of its ICE (Interactive Customer Equipment) family of payment processing platforms. The ‘ICE Multi-Lane’ is a tethered peripheral to standard IBM electronic cash registers. The ‘ICE’ family accommodates customer-activated debit and credit transactions as well as new payment options such as VISA Cash and Mondex smart cards. The new peripheral can also accommodate loyalty management systems and automated charge-back processing. Hypercom introduced ‘ICE Portable’ for the restaurant market earlier this month.

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Metris & First Data

Metris Companies and First Data yesterday signed a five-year extension to their current contract which began in 1994. Under the extended agreement, First Data will continue to provide data processing and other card management services for Metris’ credit card portfolio. Metris is the fastest growing major credit issuer. Last year the Fingerhut subsidiary grew 125% in card loans to finish-out 1997 with $3.6 billion in receivables.

                      METRIS  AT  A  GLANCE
          97-4      97-3      97-2      97-1      96-4    96-3  
Volume   $1.1b     $661m     $623m     $448m     $558m  $403m
Cards    3.7m      3.2m      2.5m      2.3m      2.2m    1.7m
     volume quarterly volume; cards cards-in-force; m-millions;
b-billions     SOURCE Bankcard Update/CardData

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Nevada ATMs

ATM of Nevada LLC is considering a merger with public acquisition company Main Street AC of San Jose, CA.. ATM of Nevada is the largest owner and operator of ATMs in northern Nevada with an investment of $2.3 million to install sixty machines in Reno, Carson City, Sparks and Lake Tahoe last summer. The company has plans to install between 150-200 ATMs in southern California. The company said yesterday the average marginal cost for the machine is 27 cents per transaction for service and 12 cents for the bank computer interface and usage. ATM of Nevada charges an average of $2 per transaction.

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T77-T Ready to Ship

Hypercom Corporation announced that the T77-T, a T77 terminal ordered with the thermal printer option, is available now. The T77 with thermal printer will be among the products on display at Hypercom’s booth – 1419 – at MARKETECHNICS.

The T77-T supports draft capture, debit, check and proprietary card processing as well as new payment vehicles such as chip card-based/debit cards and stored value cards. The T77, introduced in late 1996, filled a position in Hypercom’s product line for a high-performance, high-end terminal that is fast, compact and aggressively priced.

The T77-T is the second Hypercom terminal to offer the speed, print clarity, quiet operation and easy maintenance of a thermal printer and the second to be offered with an integrated, modular printer. Previously, the T7P had the distinction of being the first Hypercom terminal offered with a thermal printer and the first offered with an integrated, modular printer.

“By offering a thermal printer version of the T77, we continue to leverage the success achieved with the T7P, which is one of our best-selling terminals and well-established in the marketplace worldwide.” said John Marshall, Senior Vice President of Sales and Marketing. Hypercom POS USA/Canada, a division of Hypercom Corporation.

Marshall added, “In addition to enhancing the option/feature set of the T77, offering a thermal printer version of the T77 is another example of Hypercom’s ongoing commitment to protecting end users’ investment in Hypercom POS equipment and software while meeting their evolving needs.”

Enhanced Print Speed and Other Benefits

The speed of the thermal printer – 12 lines per second compared with four for the impact printer (roll or sprocket) – will enable merchants using the T77-T to get customers on their way faster. Faster transaction completion time will be especially helpful in retail locations that serve a high volume of customers or that experience periodic upward spikes in customer traffic during the business day.

Other key benefits of the thermal printer, as mentioned above, are print clarity, quiet operation and easy maintenance. It also offers an integrated paper cutter.

Because thermal printing is non-impact, the printer is exceptionally quiet and output is crisp and legible for easy reading. Also, since no printer ribbon, ink and toner is involved, the mechanism is easy to maintain and highly reliable. The printer head life is rated at 50 million characters.

Easy on Counter Space

Thanks to its small footprint – 12 inches-by-6.75 inches-by-4.25 inches, the T77-T is easy on counter space. Other key information on the T77-T includes low response time – under 10 seconds; display options – high-visibility, back-lit LCD display with two lines of 20 characters or 64-by-128 pixel graphics display; memory – 32K EPROM and 256K RAM; and an easy-to-learn/use keyboard. The keyboard is available in three variations – 35 keys, 41 keys with graphic display and 59 keys with QWERTY keyboard.

An integrated smart card reader and an integrated security access module (VISA-,SAM- and MONDEX-compatible) are available as options. Communications options consist of LAN, RS485, RS422, RS232, with an additional RS232 port available.

Hypercom Corporation

Hypercom Corporation is a leading supplier of point-of-sale (POS) payment systems, enterprise networking solutions and client/server software. Phoenix, AZ-based Hypercom sells its products in more than 50 countries worldwide. Hypercom Corporation consists of four divisions: Hypercom POS USA/Canada, Hypercom International, Hypercom Network Systems and Hypercom Manufacturing Resources. Hypercom’s common stock is traded on the New York Stock Exchange under the symbol “HYC”.

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Fantasy Golf

MasterCard International and Fortune Brand’s Cobra Golf have joined up to co-sponsor ‘The 1998 Fantasy Golf Challenge’. The ‘Golf Challenge’ consists of ten contests, with each contest running for three to four weeks. The final context will conclude with the PGA Tour Championship in late October. Cobra Golf is supplying $50,000 in golf prizes including its King Cobra line of drivers, putters and bags. MasterCard has agreed to advertise the contest on its web site. The PGA has also agreed to promote the online contest on its Internet leaderboard. The program is being produced by on-line casino operator Winstreak and its sub-division, SHARC. Winstreak is a division of IGN Internet Global Inc..

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