GoldMine Software to Join With Bendata Inc. / Merger

GoldMine Software Corp., a leading mid-market Sales Force Automation (SFA) vendor, and Bendata, Inc., a leading mid-market Customer Service and Support (CSS) vendor, have jointly announced an agreement to merge their organizations. This merger creates the world's largest mid-market provider of sales, marketing and support systems. The combined company will be called "GoldMine Software Corporation" to leverage GoldMine's significant branding and name recognition, delivering unique advantages to the new entity. The combined company represents a global powerhouse in the Customer Relationship Management (CRM) marketplace targeted at small- to medium-sized businesses, as well as departments of larger organizations. The new entity will have two divisions, one focused on FrontOffice applications enabling sales, marketing and customer support, and the other focused on internal help desk solutions. The combined company will continue to develop and support their respective "best-of-breed" products, including GoldMine's sales and marketing solutions and Bendata's HEAT(R) customer service and support applications and they will continue to support all of their existing sales, support and training channels. The new entity's market-leading products will be integrated to create a "best-of-breed" FrontOffice suite called GoldMine FrontOffice Suite(TM), offering sales, marketing and customer support applications, targeted for delivery in Q3 1999. The integrated FrontOffice product suite will be sold through the existing GoldMine Solutions Partner channel and will support integration with the extensive family of GoldMine's Independent Software Vendors (ISVs) to provide a complete, end-to-end Customer Relationship Management solution. "The mid-market leader in sales and marketing automation is teaming with the mid-market leader in customer support to provide customers with the unified, Customer Relationship Management system the market is demanding," said Jon V. Ferrara, executive vice president, GoldMine Software Corp. "Our customers, technologies and channels are completely complementary -- our company cultures are very similar and our ability to execute is synergistically enhanced. This is clearly a win-win for all parties involved, including the GoldMine and Bendata teams, our existing customers, channel partners and especially our potential customers, who will now have access to the most compelling mid- market Customer Relationship Management system available." "Equally important is our dramatically increased presence within the sales, marketing and customer service marketplace," added Ferrara. "With combined revenues of U.S. $52 million for calendar year 1998, more than 300 employees and over 670,000 users representing 100,000 plus customer sites worldwide, we see significant opportunities to gain market share in the rapidly growing mid-market segment. This merger delivers the critical mass necessary to seize today's tremendous market opportunity." "GoldMine has been focused on providing customer relationship management solutions for the mid-market for over ten years. With over 600,000 end users in its customer base, GoldMine is filling a void in the market for a functional, yet simple and low cost solution for the small- and medium-sized business user. We view GoldMine as the mid-market Siebel with solid momentum and profitability in a highly competitive market segment," said Chuck Phillips, Managing Director of Equity Research with Morgan Stanley Dean Witter. "We are bringing together two market leaders, both of which have been very profitable," said Vance Brown, President and CEO of Bendata, who will be President and CEO of the merged GoldMine entity. "The impetus behind this merger is the strong market demand, echoed by both of our customer bases for a 'best-of- breed' FrontOffice suite that enables a complete CRM solution." The combined companies averaged over 20 percent operating income for 1998 in a market where most vendors are losing more than 20 percent. AMR Research estimates that revenue for this market, from license sales alone, will reach $4.74 billion by the year 2001. "CRM is the concept surrounding the increasing cooperation of an organizations seemingly disparate groups (i.e., sales, service, marketing) that are concerned with growing revenue and delivering customer value. It costs up to 10 times more to attract and obtain a new customer than it does to retain one," added Brown. "With CRM, organizations can better serve their customers and further increase their chances of retaining them by having all relevant information necessary to make planning, product and service decisions throughout the customer life cycle. With this merger, we are clearly the CRM Gorilla of small- to medium-sized businesses." "We are truly excited about the GoldMine-Bendata merger and how the integration of sales, marketing and support tools will enable us to enhance our ability to offer a complete customer management solution to our business customers," said Larry Twersky, president of Corporate Computer Center, a top-ten Platinum GoldMine Solution Partner. "Our customers have been asking for this type of combination for some time and we are looking forward to being able to deliver the GoldMine FrontOffice Suite to them." The benefits of the merger are numerous. GoldMine offers unsurpassed brand awareness and market position, an extensive channel of over 2,000 Value Added Resellers (VARs), from which Bendata can further grow its channel, and a large customer base of over 100,000 companies, many of whom are interested in an integrated support management system. In addition, GoldMine has successfully built strong, strategic alliances with industry leaders such as Microsoft and Compaq. GoldMine has also created relationships with over 150 Independent Software Vendors (ISVs). Bendata has over 60,000 users at 4,000 customer sites, with approximately 40 percent of them using HEAT for external support management. Many of these existing customers have expressed an interest in integrating with a sales force automation system. Bendata has a strong international presence with offices in Europe, AsiaPacific, and South Africa, which GoldMine will leverage to rapidly increase international revenue at a low cost. Bendata has a strong and effective direct sales force that will allow GoldMine to target under-penetrated geographic areas in a manner that complements its existing Solution Partner channel. GoldMine will also be able to substantially grow its revenue base by leveraging Bendata's well-disciplined approach and process for securing annuity business through maintenance agreements. In addition, Bendata has advanced technology for ease-of-use, customization and management set-up that can be easily integrated to the GoldMine product line. Finally, both Bendata and its parent company Ixchange, bring large, seasoned management teams to the new GoldMine entity. The strengths of both companies combine to form the perfect synergy that will deliver an affordable and easily deployable mid-market FrontOffice solution suite that the market is craving. GoldMine's FrontOffice Suite will be comprised of GoldMine Sales and Marketing and GoldMine Service and Support. Bendata's HEAT name will continue for its "internal" help desk product line. GoldMine Sales and Marketing and GoldMine Service and Support will be sold either as separate products or, together, as the GoldMine FrontOffice Suite. By keeping GoldMine Sales and Marketing and GoldMine Service and Support separate solutions and introducing a new FrontOffice suite of products which offers a consistent user interface and functional integration, customers will have the choice of purchasing separate individual products or the total suite. The FrontOffice suite will increase Return on Investment (ROI) by offering seamless integration, a reduced license price, lower total costs of ownership, as well as increased productivity. "We will keep the HEAT team focused on HEAT, and the GoldMine team focused on GoldMine. A new team will be created to produce the FrontOffice suite. This team will focus on CRM market needs, user interface issues, database integration, packaging and marketing," stated Brown. By working closely with both teams, the FrontOffice team will influence the direction of both products -- particularly in areas of a longer-term, strategic nature; for example, Internet strategies and related technologies which are essential in the CRM arena. "We believe this approach will result in higher productivity at the R&D level, with a shorter time to market and a much lower level of risk to the organization," continued Brown. Under the terms of the agreement, all outstanding shares of GoldMine common stock will be exchanged for a combination of cash and common stock for a total value of U.S. $83M. The merger is subject to the approval of the shareholders of both companies and appropriate government agencies. The transaction is expected to close in Q2 of 1999. World headquarters for the merged entity will be in Colorado Springs, Colorado. Integrating the International Operations and Channels for the merged entity will be the responsibility of Rob Katz, who was formerly the Managing Director for Microsoft Sub-Sahara Africa. "Utilizing Microsoft's successful model in building channels and international operations, we are confident in our ability to advance our worldwide initiatives and to grow into one of the top software companies in the world," said Rob Katz, who will be Executive VP Worldwide Sales for the merged entity. The Internal Help Desk Division (IHD) will continue to focus on the internal Help Desk market via its flagship product HEAT, with direct responsibility for product marketing, customer support and development. About GoldMine Software Corporation GoldMine is the leading supplier of mid-market Sales Force Automation (SFA) software. GoldMine has sold and shipped more than 600,000 user licenses since the product was first introduced -- a claim no other vendor can make in any segment of the SFA market. Founded in 1989 by Elan Susser and Jon V. Ferrara, the company has continually expanded the functionality and the reach of its technology and has received international recognition. In January 1999, GoldMine was ranked as one of the Top 75 Fastest-Growing Windows ISVs in North America by the influential Information Week publication. GoldMine was recognized by Inc. Magazine as one of the 500 fastest growing privately held U.S. companies (#154) in its annual "Inc. 500" issue (November 1997) and was listed in Upside Magazine's annual "Hot 100 Private Companies." GoldMine has also been awarded PC Magazine's "Editors' Choice" for four consecutive years; PC Magazine's "Best Products of 1996" award (January 1997) and PC World's "Best Buy" award in October 1997. Recently GoldMine 4.0 was awarded the 1999 Codie for "Best Enterprise Client/Server Application." The Codie Awards are produced by the Software Publishers Association, and judged by over 1,400 of GoldMine's software industry peers. About Bendata Inc. Bendata Inc. is the leading global supplier of software to the mid-range market for Support Management Solutions (SMS). Bendata's flagship product HEAT, was the product that originally defined the helpdesk software market in 1988. Both the Gartner and the Meta Groups rate HEAT No.1 in terms of product vision. HEAT is one of only three products (the others being Remedy and Network Associates) recognized as leaders in the mid-range SMS market by the Gartner Group. In the mid-range SMS segment, it is the only supplier rated as "Excellent" in both "product vision" and "service and support" by the Meta Group. Recent HEAT product awards include the following citations: Call Center Magazine "1998 Product of the Year" (awarded Feb. 1999); "1998 Product of the Year", Call Center Solutions (awarded Feb. 1999); Network Solutions "Recommended Help Desk Award", 1998 and CTI Magazine "Editors' Choice" Award 1997. Bendata is 100 percent owned by South African-based Ixchange Technology Holdings Ltd. Ixchange, share code (XCH), is a publicly traded company on the Johannesburg Stock Exchange (JSE), and was one of the JSE's top 5 performing stocks during 1998. Ixchange acquired Bendata from Nasdaq-listed Astea Inc. in September 1998. ots Original Text Service: GoldMine Software Corp. Internet: Contact: Analysts, High Technology and Business: Gregg Steiner (USA) 310-454-6800 x1506,, Computer Telephony, International and Broadcast: Jett Vercruse (USA) 310-454-6800, x1509, Vertical Industry, Consumer and User Groups: Christel Wheeler (USA) 310-454-6800, x1531,, all of GoldMine Software Corporation; or Press: Jacky Humphries of Ixchange Technology Holdings,


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