GoldMine Software to Join With Bendata Inc. / Merger

Unites the Leader in Mid-Market Sales and Marketing With theLeader in Customer Service, Support and Call Center Systems Pacific Palisades, Calif. (PROTEXT) - GoldMine Software Corp.,a leading mid-market Sales Force Automation (SFA) vendor, andBendata, Inc., a leading mid-market Customer Service and Support(CSS) vendor, have jointly announced an agreement to merge theirorganizations. This merger creates the world's largest mid-marketprovider of sales, marketing and support systems. The combinedcompany will be called "GoldMine Software Corporation" toleverage GoldMine's significant branding and name recognition,delivering unique advantages to the new entity. The combined company represents a global powerhouse in theCustomer Relationship Management (CRM) marketplace targeted atsmall- to medium-sized businesses, as well as departments oflarger organizations. The new entity will have two divisions, onefocused on FrontOffice applications enabling sales, marketing andcustomer support, and the other focused on internal help desksolutions. The combined company will continue to develop andsupport their respective "best-of-breed" products, includingGoldMine's sales and marketing solutions and Bendata's HEAT(R)customer service and support applications and they will continueto support all of their existing sales, support and trainingchannels. The new entity's market-leading products will be integrated tocreate a "best-of-breed" FrontOffice suite called GoldMineFrontOffice Suite(TM), offering sales, marketing and customersupport applications, targeted for delivery in Q3 1999. Theintegrated FrontOffice product suite will be sold through theexisting GoldMine Solutions Partner channel and will supportintegration with the extensive family of GoldMine's IndependentSoftware Vendors (ISVs) to provide a complete, end-to-endCustomer Relationship Management solution. "The mid-market leader in sales and marketing automation isteaming with the mid-market leader in customer support to providecustomers with the unified, Customer Relationship Managementsystem the market is demanding," said Jon V. Ferrara, executivevice president, GoldMine Software Corp. "Our customers,technologies and channels are completely complementary -- ourcompany cultures are very similar and our ability to execute issynergistically enhanced. This is clearly a win-win for allparties involved, including the GoldMine and Bendata teams, ourexisting customers, channel partners and especially our potentialcustomers, who will now have access to the most compelling mid-market Customer Relationship Management system available." "Equally important is our dramatically increased presencewithin the sales, marketing and customer service marketplace,"added Ferrara. "With combined revenues of U.S. $52 million forcalendar year 1998, more than 300 employees and over 670,000users representing 100,000 plus customer sites worldwide, we seesignificant opportunities to gain market share in the rapidlygrowing mid-market segment. This merger delivers the criticalmass necessary to seize today's tremendous market opportunity." "GoldMine has been focused on providing customer relationshipmanagement solutions for the mid-market for over ten years. Withover 600,000 end users in its customer base, GoldMine is fillinga void in the market for a functional, yet simple and low costsolution for the small- and medium-sized business user. We viewGoldMine as the mid-market Siebel with solid momentum andprofitability in a highly competitive market segment," said ChuckPhillips, Managing Director of Equity Research with MorganStanley Dean Witter. "We are bringing together two market leaders, both of whichhave been very profitable," said Vance Brown, President and CEOof Bendata, who will be President and CEO of the merged GoldMineentity. "The impetus behind this merger is the strong marketdemand, 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 incomefor 1998 in a market where most vendors are losing more than 20percent. AMR Research estimates that revenue for this market,from license sales alone, will reach $4.74 billion by the year2001. "CRM is the concept surrounding the increasing cooperation ofan organizations seemingly disparate groups (i.e., sales,service, marketing) that are concerned with growing revenue anddelivering customer value. It costs up to 10 times more toattract and obtain a new customer than it does to retain one,"added Brown. "With CRM, organizations can better serve theircustomers and further increase their chances of retaining them byhaving 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- tomedium-sized businesses." "We are truly excited about the GoldMine-Bendata merger andhow the integration of sales, marketing and support tools willenable us to enhance our ability to offer a complete customermanagement solution to our business customers," said LarryTwersky, president of Corporate Computer Center, a top-tenPlatinum GoldMine Solution Partner. "Our customers have beenasking for this type of combination for some time and we arelooking forward to being able to deliver the GoldMine FrontOfficeSuite to them." The benefits of the merger are numerous. GoldMine offersunsurpassed brand awareness and market position, an extensivechannel of over 2,000 Value Added Resellers (VARs), from whichBendata can further grow its channel, and a large customer baseof over 100,000 companies, many of whom are interested in anintegrated support management system. In addition, GoldMine hassuccessfully built strong, strategic alliances with industryleaders such as Microsoft and Compaq. GoldMine has also createdrelationships with over 150 Independent Software Vendors (ISVs). Bendata has over 60,000 users at 4,000 customer sites, withapproximately 40 percent of them using HEAT for external supportmanagement. Many of these existing customers have expressed aninterest in integrating with a sales force automation system.Bendata has a strong international presence with offices inEurope, AsiaPacific, and South Africa, which GoldMine willleverage to rapidly increase international revenue at a low cost.Bendata has a strong and effective direct sales force that willallow GoldMine to target under-penetrated geographic areas in amanner that complements its existing Solution Partner channel.GoldMine will also be able to substantially grow its revenue baseby leveraging Bendata's well-disciplined approach and process forsecuring annuity business through maintenance agreements. In addition, Bendata has advanced technology for ease-of-use,customization and management set-up that can be easily integratedto the GoldMine product line. Finally, both Bendata and itsparent company Ixchange, bring large, seasoned management teamsto the new GoldMine entity. The strengths of both companiescombine to form the perfect synergy that will deliver anaffordable and easily deployable mid-market FrontOffice solutionsuite that the market is craving. GoldMine's FrontOffice Suite will be comprised of GoldMineSales and Marketing and GoldMine Service and Support. Bendata'sHEAT name will continue for its "internal" help desk productline. GoldMine Sales and Marketing and GoldMine Service andSupport will be sold either as separate products or, together, asthe GoldMine FrontOffice Suite. By keeping GoldMine Sales andMarketing and GoldMine Service and Support separate solutions andintroducing a new FrontOffice suite of products which offers aconsistent user interface and functional integration, customerswill have the choice of purchasing separate individual productsor the total suite. The FrontOffice suite will increase Return onInvestment (ROI) by offering seamless integration, a reducedlicense price, lower total costs of ownership, as well asincreased productivity. "We will keep the HEAT team focused on HEAT, and the GoldMineteam focused on GoldMine. A new team will be created to producethe FrontOffice suite. This team will focus on CRM market needs,user interface issues, database integration, packaging andmarketing," stated Brown. By working closely with both teams, theFrontOffice team will influence the direction of both products --particularly in areas of a longer-term, strategic nature; forexample, Internet strategies and related technologies which areessential in the CRM arena. "We believe this approach will resultin higher productivity at the R&D level, with a shorter time tomarket and a much lower level of risk to the organization,"continued Brown. Under the terms of the agreement, all outstanding shares ofGoldMine common stock will be exchanged for a combination of cashand common stock for a total value of U.S. $83M. The merger issubject to the approval of the shareholders of both companies andappropriate government agencies. The transaction is expected toclose in Q2 of 1999. World headquarters for the merged entitywill be in Colorado Springs, Colorado. Integrating the International Operations and Channels for themerged entity will be the responsibility of Rob Katz, who wasformerly the Managing Director for Microsoft Sub-Sahara Africa."Utilizing Microsoft's successful model in building channels andinternational operations, we are confident in our ability toadvance our worldwide initiatives and to grow into one of the topsoftware companies in the world," said Rob Katz, who will beExecutive VP Worldwide Sales for the merged entity. The Internal Help Desk Division (IHD) will continue to focuson the internal Help Desk market via its flagship product HEAT,with direct responsibility for product marketing, customersupport and development. About GoldMine Software Corporation GoldMine is the leading supplier of mid-market Sales ForceAutomation (SFA) software. GoldMine has sold and shipped morethan 600,000 user licenses since the product was first introduced-- a claim no other vendor can make in any segment of the SFAmarket. Founded in 1989 by Elan Susser and Jon V. Ferrara, thecompany has continually expanded the functionality and the reachof its technology and has received international recognition. In January 1999, GoldMine was ranked as one of the Top 75Fastest-Growing Windows ISVs in North America by the influentialInformation 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 PrivateCompanies." GoldMine has also been awarded PC Magazine's"Editors' Choice" for four consecutive years; PC Magazine's "BestProducts of 1996" award (January 1997) and PC World's "Best Buy"award in October 1997. Recently GoldMine 4.0 was awarded the 1999Codie for "Best Enterprise Client/Server Application." The CodieAwards are produced by the Software Publishers Association, andjudged by over 1,400 of GoldMine's software industry peers. About Bendata Inc. Bendata Inc. is the leading global supplier of software to themid-range market for Support Management Solutions (SMS).Bendata's flagship product HEAT, was the product that originallydefined the helpdesk software market in 1988. Both the Gartnerand the Meta Groups rate HEAT No.1 in terms of product vision.HEAT is one of only three products (the others being Remedy andNetwork Associates) recognized as leaders in the mid-range SMSmarket by the Gartner Group. In the mid-range SMS segment, it isthe only supplier rated as "Excellent" in both "product vision"and "service and support" by the Meta Group. Recent HEAT productawards include the following citations: Call Center Magazine"1998 Product of the Year" (awarded Feb. 1999); "1998 Product ofthe Year", Call Center Solutions (awarded Feb. 1999); NetworkSolutions "Recommended Help Desk Award", 1998 and CTI Magazine"Editors' Choice" Award 1997. Bendata is 100 percent owned by South African-based IxchangeTechnology Holdings Ltd. Ixchange, share code (XCH), is apublicly 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. inSeptember 1998. ots Original Text Service: GoldMine SoftwareCorp. Internet: http://www.newsaktuell.de Contact: Analysts,High Technology and Business: Gregg Steiner (USA) 310-454-6800x1506, gregg_steiner@goldminesw.com, Computer Telephony,International and Broadcast: Jett Vercruse (USA) 310-454-6800,x1509, jett_vercruse@goldminesw.com Vertical Industry, Consumerand User Groups: Christel Wheeler (USA) 310-454-6800, x1531,christel_wheeler@goldminesw.com, all of GoldMine SoftwareCorporation; or Press: Jacky Humphries of Ixchange TechnologyHoldings, jackyh@ixchange.com

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