SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
(PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934)
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|_| Preliminary Proxy Statement
|_| Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)-2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
MERCATOR SOFTWARE, INC.
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(Name of Registrant Specified in Its Charter)
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[LOGO] MERCATOR news release
For Immediate Distribution
MERCATOR UNANIMOUSLY
REJECTS UNSOLICITED
HOSTILE PROPOSAL FROM SSH
ATTEMPT TO PURCHASE COMPANY LACKS FINANCING AND BUSINESS PLAN
WILTON, CT - APRIL 4, 2003 - Mercator Software, Inc.
(Nasdsaq: MCTR) today announced that its Board of
Directors, after consultation with its financial and
legal advisers, has unanimously rejected the March 31,
CORPORATE HEADQUARTERS 2003, unsolicited hostile, un-financed and highly
Mercator Software, Inc. conditional proposal from Strategic Software Holdings
45 Danbury Road ("SSH") to acquire all of the Company's outstanding
Wilton, CT 06897-0840 shares for $2.17 per share in cash. In reaching this
Voice:203.761.8600 conclusion, the Mercator Board has determined that
Fax:203.762.9677 this proposal is not in the best interests of the
Company or its stockholders.
www.mercator.com
J.P. Morgan is serving as financial advisor to
Mercator and Jenkens & Gilchrist Parker Chapin LLP is
serving as legal counsel.
Roy C. King, Mercator's Chairman of the Board, CEO and
President, said, "Mercator has well-established
strategies and an experienced management team in place
that we believe will generate superior value for our
stockholders. Our Board does not believe that this
dissident proposal is in the best interest of our
stockholders. It is our opinion that these dissidents
cannot successfully complete what is a highly
conditional, unsolicited hostile transaction. Actions
like these only serve to distract the Company, our
management and our customers and waste resources that
could otherwise be deployed to enhance stockholder
value."
"On April 1, 2003, the Company met with
representatives of the dissident group SSH/Broken
Arrow," Mr. King said. "What is outrageous is that the
dissidents even admitted at the meeting that they had
not secured financing for the purported proposal and
that they were not prepared to detail any other terms.
In addition, the dissidents also refused to discuss
their plan for Mercator's business. Rodney Bienvenu,
chairman of SSH, even admitted that SSH's intentions
for the Company involved a `radical paradigm shift'
that would require re-engineering Mercator to, in
Rodney's own words, a `unique' and `extremely risky
strategy.'"
Mercator believes that the dissidents have launched a
proxy contest to gain control of the Mercator Board
either to sell the Company to themselves as cheaply as
possible (if they can find financial backing to
implement their intentions for the Company), or to use
their control of the Company's Board to engage in what
they called an "extremely risky" experiment with the
Company's business. As a result
[LOGO] MERCATOR
we believe the dissidents' interests are clearly in
conflict with the interests of other Mercator
stockholders.
ABOUT MERCATOR SOFTWARE, INC.
Mercator delivers its customers and partners The
Advantage Inside Integration(TM), providing
Industry-Ready Integration Solutions(TM) that solve
critical business problems in real-time, while
leveraging current technology investments and
maximizing ROI. Mercator's core integration
technology, Mercator Inside Integrator(TM) 6.7,
features a Solutions-Oriented Architecture(TM), which
easily and seamlessly automates high-volume, complex
transactions. Over 1,100 enterprise customers leverage
the power, speed and flexibility of Mercator's proven
integration technology and industry expertise to build
better business value and faster ROI. To hear why our
customers and partners believe Mercator is the
advantage inside integration, visit our Web site at
www.mercator.com.
(C) 2003 MERCATOR SOFTWARE, INC. ALL RIGHTS RESERVED.
MERCATOR AND THE MERCATOR LOGO ARE REGISTERED
TRADEMARKS OF MERCATOR SOFTWARE, INC. ALL OTHER MARKS
APPEARING WITH A "TM" THEREAFTER ARE INTELLECTUAL
PROPERTY OF MERCATOR SOFTWARE, INC. ANY OTHER PRODUCT
OR COMPANY NAMES MENTIONED ARE USED FOR IDENTIFICATION
PURPOSES ONLY, AND MAY BE TRADEMARKS OR SERVICE MARKS
OF THEIR RESPECTIVE OWNERS.
LEGAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this release that are not purely
historical are forward-looking statements, including
statements regarding Mercator's beliefs, expectations,
hopes or intentions regarding the future.
Forward-looking statements in this release include,
but are not limited to, statements regarding the
growth of the enterprise application market; the
demand for Mercator's application integration
solutions; and the speed of deployment of new
products, including the Mercator inside integrator
suite of products and industry-ready integration
solutions; and sometimes contain words such as
"believe," "expect," "intend," "anticipate," "plan,"
and "estimate" or similar expressions. Actual outcomes
and Mercator's actual results could differ materially
from forward-looking statements. Factors that could
cause actual results to differ materially include
risks and uncertainties such as changes in demand for
application integration or e-business integration
software and, in particular, the Mercator's inside
integrator suite of products and industry-ready
integration solutions; the ability of Mercator to
manage its global operations; the ability of Mercator
to develop and introduce new or enhanced products; the
ability of Mercator to continue to add resellers and
other distribution channels; the success of third
parties in utilizing and marketing Mercator's
products; the success of the vertical industries and
platforms we target; Mercator's access to and success
of third party products in which we embed our products
or in which our products are embedded; Mercator's
ability to raise financing; and seasonality in
operating results. Readers should also refer to the
risk disclosures outlined in Mercator's reports filed
with the Securities and Exchange Commission. All
forward-looking statements and reasons why results
might differ included in this release are made as of
the date hereof based on information available to
Mercator as of the date hereof. Mercator assumes no
obligation to update any such forward-looking
statement or reasons why results might differ.
[LOGO] MERCATOR
ADDITIONAL INFORMATION
On March 27, 2003, Mercator filed a preliminary proxy statement
with the Securities and Exchange Commission relating to
Mercator's solicitation of proxies from the stockholders of
Mercator with respect to the Mercator 2003 annual meeting of
stockholders. Mercator will file with the Commission, and will
furnish to Mercator's stockholders, a definitive proxy statement
and may file other proxy solicitation materials. MERCATOR ADVISES
SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Mercator's proxy statement and other relevant documents is
available for free at www.sec.gov. You may also obtain a free
copy of Mercator's definitive proxy statement, when it becomes
available, by writing to Mercator at 45 Danbury Road, Wilton, CT
06897 or at www.Mercator.com. Detailed information regarding the
names, affiliation and interests of individuals who may be deemed
participants in the solicitation of proxies of Mercator's
stockholders is provided below and is available in the soliciting
materials on Schedule 14A filed by Mercator with the SEC.
Mercator and the directors and certain of the executive officers
of Mercator may be deemed to be participants in the solicitation
of proxies in respect of electing the board of directors of
Mercator at the 2003 annual meeting of stockholders of Mercator.
Those executive officers and directors of Mercator are: Roy C.
King, Jill M. Donohoe, David L. Goret, Kenneth J. Hall, Mark W.
Register, James P. Schadt, Constance F. Galley, Ernest E. Keet,
Michael E. Lehman, Dennis G. Sisco and Mark C. Stevens.
Additional information with respect to the beneficial ownership
of those executive officers and directors of Mercator common
stock is set forth in the preliminary proxy statement filed by
Mercator with the Commission on March 27, 2003.
# # #
Contacts:
Jonathan Cohen Joele Frank / Patricia Sturms
Mercator Software, Inc. Joele Frank, Wilkinson Brimmer Katcher
(203) 536-1214 (212) 355-4449