UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to §240.14a-12.
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Insightful Corporation
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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This Schedule 14A contains the following four exhibits:
Exhibit A
– Exhibit A is a press release regarding TIBCO Software Inc.’s proposed acquisition of Insightful Corporation announced on June 19, 2008.
Exhibit B
– Exhibit B is an email written by Jeffrey E. Coombs, Chief Executive Officer of Insightful Corporation, and sent to Insightful employees on
June 19, 2008.
Exhibit C
– Exhibit C is a list of frequently asked questions for Insightful employees regarding the proposed acquisition
that was attached to the email contained in Exhibit B.
Exhibit D
– Exhibit D is a letter written by Jeffrey E. Coombs, Chief Executive Officer
of Insightful Corporation, and sent to Insightful customers and partners on June 19, 2008.
Exhibit A
Insightful Corporation Announces Agreement to Be Acquired By TIBCO
Seattle, Washington – June 19, 2008
–
Insightful Corporation (NASDAQ: IFUL), a provider of predictive analytics and reporting solutions, today announced that it has signed a definitive agreement to be acquired by TIBCO Software Inc. (NASDAQ: TIBX) in a transaction valued at
approximately $25 million, including the value of certain assumed options. Under the terms of the agreement, following the closing, Insightful stockholders will receive $1.87 in cash for each outstanding share of common stock they own. This price
represents a premium of 29% over the average closing price of Insightful’s common stock over the sixty trading day period ending on June 18, 2008, the last trading day before the date of this announcement.
The Board of Directors of Insightful has unanimously approved the agreement and resolved to recommend that Insightful stockholders approve the transaction. Completion of
the transaction is subject to stockholder approval and other customary closing conditions. Certain Insightful directors, officers and stockholders, representing approximately 22% of Insightful’s outstanding common stock, have entered into
voting agreements in support of the acquisition. The transaction is expected to close in the third quarter of 2008.
“Our Board of Directors has
evaluated strategic alternatives for Insightful and has determined that this outcome is in the best interests of our stockholders,” said Jeff Coombs, President and CEO of Insightful Corporation. “Insightful’s board of directors is
pleased that the innovation and hard work of our employees has been validated and will be extended by the technology portfolio, domain expertise and market presence of TIBCO.”
“This merger is exciting news for Insightful customers,” said Christopher Ahlberg, President of Spotfire, TIBCO’s enterprise analytics division. “We are excited to complement their use of
Insightful products with TIBCO’s portfolio for business optimization, including the Spotfire Enterprise Analytics platform, and to help them disseminate statistical expertise more pervasively.”
After the closing, Insightful will become a wholly-owned subsidiary of TIBCO and Insightful stock will cease trading.
RBC Capital Markets Corporation acted as exclusive financial advisor to Insightful. Fenwick & West LLP acted as legal advisor to Insightful.
About Insightful
Insightful Corporation (NASDAQ: IFUL) is a provider of predictive analytics and reporting solutions. Insightful products S-PLUS
®
, Insightful Miner™ and S-PLUS
®
Enterprise Server allow companies to perform sophisticated statistical data analysis and data mining and create high-quality graphics and reports. Insightful has been delivering
industry-leading, high-ROI solutions to thousands of companies in financial services, life sciences, telecommunications, and manufacturing, plus government and research institutions, for 20 years. Headquartered in Seattle, Insightful has offices in
New York, North Carolina, the United Kingdom, Switzerland, France and Hong Kong, with distributors around the world. For more information, visit www.insightful.com, email info@insightful.com or call 1-800-569-0123.
About TIBCO
TIBCO digitized Wall Street in the ‘80s with its event-driven “Information Bus” software, which helped make real-time business a strategic differentiator in the ‘90s. Today, TIBCO’s infrastructure software gives
customers the ability to constantly innovate by connecting applications and data in a service-oriented architecture, streamlining activities through business process management, and giving people the information and intelligence tools they need to
make faster and smarter decisions, what we call The Power of Now
®
. TIBCO serves more than 3,000 customers around the world with offices in more than 20 countries and an ecosystem of over
200 partners. Learn more at www.TIBCO.com.
Securities Law Disclosure
Insightful intends to file with the Securities and Exchange Commission preliminary and definitive proxy statements and other relevant materials in connection with the merger. The proxy statement will be mailed to the stockholders of
Insightful. Before making any voting or investment decision with respect to the merger, investors and stockholders of Insightful are urged to read the proxy statement and the other relevant materials when they become available because they will
contain important information about the merger, Insightful and TIBCO. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission (the
“SEC”) at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Insightful at Insightful’s corporate website at www.insightful.com (under
Investors).
Insightful and its officers and directors may be deemed to be participants in the solicitation of proxies from Insightful stockholders with
respect to the acquisition. A description of any interests that these officers and directors have in the acquisition will be available in the proxy statement. Information concerning Insightful’s directors and executive officers will be set
forth in Insightful’s proxy statement for its 2008 annual meeting of stockholders. These documents are available free of charge at the SEC’s web site at www.sec.gov or at Insightful’s corporate website at www.insightful.com
(under Investors).
Contact Information
Richard Barber
Insightful Corporation
206-283-8802
investor@insightful.com
Exhibit B
To my fellow Insightful employees:
Earlier today, TIBCO Software of Palo Alto, CA announced that it has agreed to acquire Insightful. You can
already read about it on our website.
This is exciting news for employees, customers and shareholders of both companies. We believe that
statistically-informed analytics applications will increasingly drive competitive advantage. This acquisition further strengthens TIBCO’s Predictive Business strategy, by positioning the expanded company as having the industry’s most
complete Business Optimization offering. The addition of statistics and data mining to TIBCO’s already powerful combination of enterprise analytics and real-time event processing, will enable powerful, statistically-informed business
applications to be embedded directly into business processes.
Many of you may already know that our business partner, Spotfire, with their next generation
Business Intelligence platform, was acquired by TIBCO in May 2007. We believe Insightful and the TIBCO Spotfire Enterprise Analytics platform are highly complementary and will mutually benefit from TIBCO’s extensive sales channel. We also
believe further integration of Insightful and TIBCO Spotfire capabilities will enable improved statistics-driven analytic applications to be developed by TIBCO and its global partners. TIBCO has advised that over the longer term, TIBCO will look to
apply Insightful statistical capabilities to other products.
We will provide more highlights to you at our upcoming meetings and as we proceed together
TIBCO is very impressed with our employees and products and is looking to find new ways to leverage our technologies and talent across its other product
lines, including complex event processing and business process management products
To explain the thinking behind all of this and to answer some of your
questions we’ve planned a number of things:
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At 7:30 AM today Pacific U.S. time I will host a brief teleconference for all remote non-Seattle Insightful employees with TIBCO’s Chief Operating Officer of
the Spotfire Division, Rock Gnatovich and other TIBCO executives to discuss the news
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Today, I will also send out a FAQ that will answer many of the questions you may have about the acquisition
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At 10:00 AM, today, I will host an all hands meeting for Seattle employees with TIBCO’s Chief Operating Officer of the Spotfire Division, Rock Gnatovich and
other TIBCO executives to learn about TIBCO and to discuss how we’ll work more closely with them
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Today, I will send out a letter to our customers and partners announcing the acquisition.
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I want to thank you all for your tremendous effort over the past several and many years to build Insightful into a strong
company with an amazing product suite. I look forward to talking more with you this week, and continuing to work together to take Insightful’s mission to the next level and make a significant impact at TIBCO!
Jeff
Securities Law Disclosure
Insightful intends to file with the Securities and Exchange Commission preliminary and definitive proxy statements and other relevant materials in
connection with the merger. The proxy statement will be mailed to the stockholders of Insightful. Before making any voting or investment decision with respect to the merger, investors and stockholders of Insightful are urged to read the
proxy statement and the other relevant materials when they become available because they will contain important information about the merger, Insightful and TIBCO. Investors and security holders may obtain free copies of these documents (when
they are available) and other documents filed with the Securities and Exchange Commission (the “
SEC
”) at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the
documents filed with the SEC by Insightful at its corporate website at www.insightful.com under Investors.
Insightful and its officers and
directors may be deemed to be participants in the solicitation of proxies from Insightful stockholders with respect to the acquisition. A description of any interests that these officers and directors have in the acquisition will be available
in the proxy statement. Information concerning Insightful’s directors and executive officers will be set forth in Insightful’s proxy statement for its 2008 annual meeting of stockholders. These documents are available free of charge
at the SEC’s web site at www.sec.gov or by going to Insightful’s Investor Relations page on its corporate website at www.insightful.com.
Exhibit C
Internal FAQ for Insightful Employees
Q.
Who is TIBCO?
TIBCO has provided us with the following description of its business:
Headquartered in Palo Alto, CA, TIBCO Software Inc. (NASDAQ:TIBX) digitized Wall Street in the ‘80s with its
event-driven “Information Bus” software, which helped make real-time business a strategic differentiator in the ‘90s. Today, TIBCO’s infrastructure software gives customers the ability to constantly innovate by connecting
applications and data in a service-oriented architecture, streamlining activities through business process management, and giving people the information and intelligence tools they need to make faster and smarter decisions, what TIBCO calls The
Power of Now
®
. TIBCO serves more than 3,000 customers around the world with offices in over 20 countries and an ecosystem of over 200 partners. TIBCO has more than 2,000 employees globally.
Q.
Why is TIBCO purchasing Insightful?
A.
TIBCO has advised us that it believes the acquisition of Insightful strengthens TIBCO’s Business Optimization offering through the addition of statistics and data mining to TIBCO¹s already powerful combination of enterprise analytics
and real-time event processing.
Q. Why are we selling to TIBCO?
A.
The Board of Directors of Insightful, with the advice of its financial advisor, RBC Capital Markets, conducted an extensive process to explore strategic alternatives for Insightful. This process will be
described more fully in the proxy statement we will file with the Securities Exchange Commission (SEC) in the next couple of weeks. At the end of this process, TIBCO was identified as the party offering the highest value for Insightful stockholders
and the greatest certainty for closing a transaction. In addition, TIBCO and Insightful share a common vision to embed analytics in business processes that drive competitive advantage for our customers. This acquisition is also a natural
continuation of our relationship with Spotfire. Further integration of Insightful’s capabilities and TIBCO’s Spotfire Enterprise Analytics platform will enable improved statistics-driven analytic applications to be developed by TIBCO and
its partners.
1
Q.
When will the acquisition close?
A.
The Board of Directors of Insightful has already approved the agreement and resolved to recommend that Insightful stockholders approve the transaction. Completion of the transaction is subject to stockholder
approval and other customary closing conditions. The transaction is expected to close in the third quarter of 2008.
Q.
What is the
consideration to IFUL stockholders?
A.
Under the terms of the agreement, Insightful stockholders will receive $1.87 in cash for each
outstanding share of common stock they own. This price represents a premium of approximately 29% over the average closing price of Insightful’s common stock over the sixty trading day period ending on June 18, 2008, the last trading day
before the date of this announcement.
Q. How will Insightful fit into the TIBCO organization?
A.
Integration of Insightful with TIBCO will occur after the closing of the transaction. We expect that our Seattle site will continue to be a development site of
the combined entity and that our product offerings will be integrated.
Q. What is TIBCO’s culture and management style?
A.
We believe TIBCO and Insightful will be a good cultural fit. Both organizations employ smart people who are passionate about their products and daily work. We
all enjoy working in an atmosphere that is fast-paced and exciting, but also casual and fun.
A high-performing workforce lends itself to a management
style that encourages innovation, creativity, and achievement. We believe each company believes in direct and honest dialogue with employees in a non-hierarchical fashion.
Q. Is my job safe?
A.
TIBCO values highly the domain expertise and contributions of Insightful’s current
team. All determinations regarding employment have not yet been finalized. As with all acquisitions, there will be people who may leave the company, people who may transition for a period of time, and people who may become part of the larger
company.
2
Q. How will my benefits change?
A.
At this time TIBCO is still determining the time table for transitioning over to the TIBCO benefits plans. TIBCO has advised us that its benefits plans compare very favorably to Insightful’s plans. We
hope that Insightful employees will be excited about joining TIBCO.
Q. What does this mean for any IFUL stock that I own?
A.
Insightful share owners will be paid in cash for their outstanding shares. The purchase price per share is $1.87. More detailed information will be in the
Insightful proxy statement that will be filed with the SEC in the coming weeks.
Q. For those with options - how will this impact my stock options?
A.
Options granted and outstanding under the Insightful 2001 Stock Option and Incentive Plan (the “2001 Plan”) will be assumed by TIBCO
and converted into options to purchase TIBCO common stock in accordance with the adjustment provisions in the merger agreement. (See example or option exchange ratio below). (Nearly all of our outstanding options were granted under the 2001 Plan
– check with Lynda Mills if you want to verify whether you have any options under a plan other than the 2001 Plan.) To the extent options under the 2001 Plan are unvested, they will continue to vest according to the same schedule as before,
subject to your continued employment by TIBCO. All other options (whether vested or unvested) will be terminated at the closing of the merger in exchange for a cash payment equal to the difference, if positive, between the cash consideration to be
paid in the merger ($1.87 per share) and the underlying exercise price of the option. Future enrollment and purchase dates will be suspended under our ESPP following the next scheduled purchase date of June 30, 2008. There will be a time period
after closing during which, if you exercise your TIBCO options, there may be certain limitations on the manner in which you can sell the TIBCO shares issued to you upon exercise of those options. These restrictions would remain during a short
transition period until TIBCO completes certain SEC filing requirements.
Q.
What is the future product direction for Insightful technology and
how will it be integrated with TIBCO’s comprehensive software platform?
A.
We expect that TIBCO will complement their use of Insightful
products with TIBCO’s portfolio for business optimization, including the Spotfire Enterprise Analytics platform and to help us disseminate statistical expertise more pervasively.
3
Q.
How will this merger impact Insightful partners?
A.
Partners will continue to be an important part of our business strategy and we will look for opportunities to leverage TIBCO’s partner programs.
Securities Law Disclosure
Insightful
intends to file with the Securities and Exchange Commission preliminary and definitive proxy statements and other relevant materials in connection with the merger. The proxy statement will be mailed to the stockholders of
Insightful. Before making any voting or investment decision with respect to the merger, investors and stockholders of Insightful are urged to read the proxy statement and the other relevant materials when they become available because they will
contain important information about the merger, Insightful and TIBCO. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission (the
“
SEC
”) at the SEC’s web site at
www.sec.gov
. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Insightful at Insightful’s corporate website at
www.insightful.com
(under Investors).
Insightful and its officers and directors may be deemed to be participants in the
solicitation of proxies from Insightful stockholders with respect to the acquisition. A description of any interests that these officers and directors have in the acquisition will be available in the proxy statement. Information concerning
Insightful directors and executive officers will be set forth in Insightful proxy statement for its 2008 annual meeting of stockholders. These documents are available free of charge at the SEC’s web site at
www.sec.gov
or at
Insightful corporate website at
www.insightful.com
(under Investors).
4
Exhibit D
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June 19, 2008
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Dear Insightful Customer and Partner,
Today we are announcing exciting news and a new milestone for Insightful and our customers. Insightful and TIBCO Software Inc. (NASDAQ: TIBX) have entered into a definitive agreement for Insightful to be acquired by
TIBCO.
This is exciting news for our customers, partners, employees and stockholders. We believe that statistically-informed analytics applications will
increasingly drive competitive advantage. Spotfire, a leading provider of enterprise analytics software, was acquired by TIBCO last year and has been OEMing S-PLUS for several years. We believe the Insightful acquisition by TIBCO is a natural
continuation of that relationship, as our products are highly complementary and will mutually benefit from TIBCO’s expanded sales and development teams. Applying Insightful’s statistical capabilities to TIBCO’s already powerful
combination of enterprise analytics and real-time event processing will enable powerful, statistically-informed applications to be embedded directly into your key business processes and easily disseminated across your organization.
Please go to our website (
www.insightful.com
) for more information on the transaction or to contact us with any questions. Completion of the transaction is
subject to stockholder approval, among other customary closing conditions, and is expected to close in the third quarter of 2008.
Thanks again for all
your past support. We look forward to continuing to serve your business needs as we enhance our products as part of TIBCO.
Regards,
Jeff Coombs
President and CEO
Securities Law Disclosure
Insightful
intends to file with the Securities and Exchange Commission preliminary and definitive proxy statements and other relevant materials in connection with the merger. The proxy statement will be mailed to the stockholders of
Insightful. Before making any voting or investment decision with respect to the merger, investors and stockholders of Insightful are urged to read the proxy statement and the other relevant materials when they become available because they will
contain important information about the merger, Insightful and
TIBCO. Investors and security holders may obtain free copies of these documents (when they are available) and other
documents filed with the Securities and Exchange Commission (the “
SEC
”) at the SEC’s web site at
www.sec.gov
. In addition, investors and security holders may obtain free copies of the documents filed with the
SEC by Insightful at Insightful’s corporate website at
www.insightful.com
(under Investors).
Insightful and its officers and
directors may be deemed to be participants in the solicitation of proxies from Insightful stockholders with respect to the acquisition. A description of any interests that these officers and directors have in the acquisition will be available
in the proxy statement. Information concerning Insightful’s directors and executive officers will be set forth in Insightful’s proxy statement for its 2008 annual meeting of stockholders. These documents are available free of charge
at the SEC’s web site at
www.sec.gov
or at Insightful’s corporate website at
www.insightful.com
(under Investors).
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