SC14D9C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

Chordiant Software, Inc.

(Name of Subject Company)

Chordiant Software, Inc.

(Name of Person Filing Statement)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

170404305

(CUSIP Number of Class of Securities)

Mr. Steven R. Springsteel

Chairman, President, and CEO

Chordiant Software, Inc.

20400 Stevens Creek Blvd., Suite 400

Cupertino, CA 95014

(408) 517-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Person(s) Filing Statement)

With a copy to:

Nancy H. Wojtas

Cooley Godward Kronish LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306-2155

(650) 843-5000

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 contains the following exhibits:

Exhibit A	Letter dated March 15, 2010 from Steven R. Springsteel, President and CEO of Chordiant Software, Inc., to Chordiant Customers
Exhibit B	Letter dated March 15, 2010 from Steven R. Springsteel, President and CEO of Chordiant Software, Inc., to Chordiant Partners
Exhibit C	Letter dated March 15, 2010 from Steven R. Springsteel, President and CEO of Chordiant Software, Inc., to Chordiant Employees
Exhibit D	Pegasystems To Acquire Chordiant — FAQ for Key Stakeholders
Exhibit E	Pegasystems and Chordiant Analyst Relations Presentation

EX-99.(A)

Exhibit A

The following letter was sent by Chordiant Software to customers commencing on March 15, 2010. This letter has also been posted on Chordiant’s website.

March 15, 2010

A Letter to Our Valued Customers,

We have exciting news to share with you. Chordiant has entered into a definitive agreement to be acquired by Pegasystems, a combination that will create a stronger organization with a wider global reach and enhances the ability of the parties to meet customers growing demands.

As a valued Chordiant customer, I wanted to take this opportunity to reach out to you and let you know why we are entering this agreement and what it means to you in terms of your relationship with Chordiant.

In case you are not familiar with Pegasystems, let me share a bit of information with you. Pegasystems is a publicly-traded company headquartered in Cambridge, MA. They are an industry leader in Business Process Management (BPM) solutions. They help some of the world’s largest organizations achieve new levels of agility, become more competitive, and innovate in ways they often did not know were possible. Their patented Build for Change® technology enables organizations to realize rapid and significant business returns.

The combined company’s expanded global customer base, including many of the world’s largest organizations, can now take advantage of these complementary solutions. Both companies share a vision for transforming customer experience. Chordiant clients will be able to incorporate Pegasystems intent-driven process automation to enhance customer experience in their existing foundation and marketing solutions. Pegasystems’ clients can take advantage of Chordiant’s predictive decision management solutions, extensive CRM assets, and expertise in customer experience.

Chordiant’s long-standing commitments that “The Customer Comes First” and “Never let a Customer Fail” have never been stronger. While the ownership of the company will change in the coming months, we remain committed to leading the advancement of Customer Experience Management solutions to help global brands like yours multiply customer lifetime value.

During the period prior to the closing of this transaction the businesses are required to operate as separate entities. Integration planning will occur during the closing period and information will be communicated as it becomes available.

If you have any questions, please contact your Chordiant sales manager or client services manager. We will continue to provide you with world-class software, support and client services to help you meet your objectives.

Thank you in advance for your continued support of Chordiant during this change in ownership.

Sincerely,

Steven R. Springsteel

President & CEO

Chordiant Software

Additional Information About the Proposed Transaction and Where To Find It

This document is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. Stockholders of the Company are urged to read the relevant tender offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. At the time the tender offer is commenced, Pegasystems Inc. and Maple Leaf Acquisition Corp. will file tender offer materials with the U.S. Securities and Exchange Commission, and the Company will file a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the Commission’s web site at www.sec.gov. Free copies of these documents will be made available by Pegasystems Inc. by mail to 101 Main Street, Cambridge, MA 02142-1590.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, the Company and Pegasystems Inc. file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by the Company or Pegasystems Inc. at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. The Company’s and Pegasystems Inc.’s filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at http://www.sec.gov.

EX-99.(B)

Exhibit B

The following letter was sent by Chordiant Software to partners commencing on March 15, 2010. This letter has also been posted on Chordiant’s website.

March 15, 2010

Dear Chordiant Partner,

We have exciting news to share with you. Chordiant has entered into a definitive agreement to be acquired by Pegasystems, a combination that greatly enhances our ability to meet your growing requirements.

Chordiant and Pegasystems have a shared vision to develop the next generation of Customer Experience Software that will combine the back-office and front-office solutions aimed squarely at improving the customer experience and improving customer lifetime value for their respective clients.

In case you are not familiar with Pegasystems, let me share a bit of information with you. Pegasystems is a publicly-traded company headquartered in Cambridge, MA. They are an industry leader in Business Process Management (BPM) software solutions. They help some of the world’s largest organizations achieve new levels of agility, become more competitive, and innovate in ways they often did not know were possible. Their patented Build for Change® technology enables organizations to realize rapid and significant business returns.

Many of the leading global systems integrators, who are part of Pegasystems’ growing alliance program, have also built practices around Chordiant software. This combination will enable an expanded partner network to enhance their practices and realize incremental growth.

We expect to close this transaction in the next couple of months. Prior to closing, the businesses are required to operate as separate entities. Integration planning will take place as allowed under applicable laws and information will be communicated to you as it becomes available. Your primary points of contact in alliances, sales and customer support will remain the same.

Chordiant’s business solutions will continue to evolve as an integrated component of the Pega Smart BPM architecture. After the close of the transaction, a product direction covering BPM, CRM and Decision Management will be presented to the market.

For now, it’s business as usual. But if you have any questions, please contact Chordiant’s senior vice president of Marketing and CMO, Marchai Bruchey at marchai.bruchey@chordiant.com. We will continue to provide you with world-class software, support and professional services to help you meet your revenue objectives.

Thank you in advance for your continued support of Chordiant during this change in ownership.

Sincerely,

Steven R. Springsteel

President & CEO

Chordiant Software

Additional Information About the Proposed Transaction and Where To Find It

This document is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. Stockholders of the Company are urged to read the relevant tender offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. At the time the tender offer is commenced, Pegasystems Inc. and Maple Leaf Acquisition Corp. will file tender offer materials with the U.S. Securities and Exchange Commission, and the Company will file a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the Commission’s web site at www.sec.gov. Free copies of these documents will be made available by Pegasystems Inc. by mail to 101 Main Street, Cambridge, MA 02142-1590.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, the Company and Pegasystems Inc. file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by the Company or Pegasystems Inc. at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. The Company’s and Pegasystems Inc.’s filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at http://www.sec.gov.

EX-99.(C)

Exhibit C

The following letter was sent by Chordiant Software to its employees on March 15, 2010. This letter has also been posted on Chordiant’s intranet website.

March 15, 2010

I have some exciting news to share with you.

This morning, a press release crossed the newswire announcing that Chordiant has entered into a definitive agreement to be acquired by Pegasystems. That press release is attached.

The combined company’s expanded global customer base, including many of the world’s largest organizations, can now take advantage of these complementary solutions. Both companies share a vision for transforming customer experience. Chordiant clients will be able to incorporate Pegasystems intent-driven process automation to enhance customer experience in their existing foundation and marketing solutions. Pegasystems’ clients can take advantage of Chordiant’s predictive decision management solutions, extensive CRM assets, and expertise in customer experience.

I will host an all-hands conference call today, Monday, March 15, (10am Pacific Time (observing daylight savings time, 5pm GMT and 6pm CET) where we will provide further details on this important announcement and answer any questions you may have.

Dial-in Instructions are as follows:

Toll Free in North America: 1-866-219-5829

Toll Free in EMEA: 0080040402020

Pass code: *1443085*

Additionally there is a Toll number: (703) 639-1123, which may be accessed from anywhere. If using this number outside of North America, please use country code 001 in front of it.

The conference ID number or pass code for all call access numbers is *1443085*

If you receive any calls from the press or analysts about this announcement, please direct them to Derek van Bronkhorst at 408-517-6219.

Please plan on attending this important conference call. I look forward to speaking with you then.

Sincerely,

Steven R. Springsteel

Additional Information About the Proposed Transaction and Where To Find It

This document is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. Stockholders of the Company are urged to read the relevant tender offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. At the time the tender offer is commenced, Pegasystems Inc. and Maple Leaf Acquisition Corp. will file tender offer materials with the U.S. Securities and Exchange Commission, and the Company will file a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the Commission’s web site at www.sec.gov. Free copies of these documents will be made available by Pegasystems Inc. by mail to 101 Main Street, Cambridge, MA 02142-1590.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, the Company and Pegasystems Inc. file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by the Company or Pegasystems Inc. at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. The Company’s and Pegasystems Inc.’s filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at http://www.sec.gov.

EX-99.(D)

Exhibit D

PEGASYSTEMS TO ACQUIRE CHORDIANT

FAQ for KEY STAKEHOLDERS

The following materials were first used by Chordiant Software on March 15, 2010 for discussions with its employees, customers, investors and partners. Chordiant may use these materials in the future for similar purposes. This document has also been posted on Chordiant’s intranet website.

Key Messages

• Under the terms of the agreement, Pegasystems will make a cash tender offer of $5.00 per share for all outstanding Chordiant common shares for a total purchase price of up to approximately $161.5 million, assuming all outstanding shares are tendered. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close late in the second calendar quarter of 2010. Chordiant reported revenue for its four quarters ended December 31, 2009 of $76.3 million and $52.3 million of cash and investments.

• Pegasystems’ commitment to innovation and customer success has resulted in ten consecutive quarters of record revenue. Its industry-leading Build for Change® technology is both fueling widespread BPM adoption and being widely embraced to improve customer experience. Chordiant’s predictive decision management solutions are renowned for delivering increased customer lifetime value to their clients.

• The combined company’s expanded global customer base, including many of the world’s largest organizations, can now take advantage of these complementary solutions. Both companies share a vision for transforming customer experience. Chordiant clients will be able to incorporate Pegasystems’ intent-driven process automation to enhance customer experience in their existing foundation and marketing solutions. Pegasystems’ clients can take advantage of Chordiant’s predictive decision management solutions, extensive CRM assets, and expertise in customer experience.

• Chordiant will add additional domain expertise to Pegasystems’ strength in the Financial Services, Healthcare and Insurance verticals, and bring a strong presence in Telecommunications.

• Many of the leading global systems integrators, who are part of Pegasystems’ growing alliance program, have also built practices around Chordiant software. This combination will enable an expanded partner network to enhance their practices and realize incremental growth.

• The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second calendar quarter of 2010. During the period prior to the closing the businesses are required to operate as separate entities. Integration planning will occur during the closing period, and information will be communicated as it becomes available.

1

PEGASYSTEMS TO ACQUIRE CHORDIANT

FAQ for KEY STAKEHOLDERS

GENERAL QUESTIONS TO BE USED WITH CUSTOMERS, PARTNERS, EMPLOYEES, INVESTORS AND INDUSTRY ANALYSTS

Q. What motivated this acquisition?

The combined company’s expanded global customer base, including many of the world’s largest organizations, can now take advantage of these complementary solutions. Both companies share a vision for transforming customer experience. Chordiant clients will be able to incorporate Pegasystems’ intent-driven process automation to enhance customer experience in their existing foundation and marketing solutions. Pegasystems’ clients can take advantage of Chordiant’s predictive decision management solutions, extensive CRM assets, and expertise in customer experience.

Q. Who is Pegasystems?

Pegasystems (NASDAQ: PEGA) is an industry leader in Business Process Management (BPM) software solutions. They help some of the world’s largest organizations achieve new levels of agility, become more competitive, and innovate in ways they often did not know were possible. Their patented Build for Change^® technology enables organizations to realize rapid and significant business returns. Pegasystems is being used by 7 of the top 10 insurance companies, 2 of the top 5 global telecommunications firms, 8 of the top 10 global banks, and is also being used by 4 of the top 5 health insurance payers with such companies as Farmers Insurance Group, JPMC, Aetna, AIG, Amgen, Bank of America, HSBC and numerous Blue Cross Blue Shield organizations.

Q. Why the Pegasystems-Chordiant combination?

It brings together two highly capable organizations that will have more than a $375M million annualized revenue run rate. Together, the companies will be able to capitalize on the strengths each organization brings to the customer experience marketplace, including BPM, CRM and decision management.

Chordiant and Pegasystems hold a shared vision to develop the next generation of Customer Experience software that will combine back-office and front-office solutions aimed squarely at improving the customer experience and improving customer lifetime value for their respective clients and prospects.

Q. How is this deal structured?

It is an all-cash transaction.

Q. What is the value of this deal?

Under the terms of the agreement, Pegasystems will make a cash tender offer of $5.00 per share for all outstanding Chordiant common shares for a total purchase price of up to approximately $161.5 million, assuming all outstanding shares are tendered.

Q. Who will make up the management team of the combined organization and what are their roles?

Pegasystems co-founder Alan Trefler, will continue as chief executive officer and chairman of the board of Pegasystems. The rest of the management team will be formed as the transition team goes through its work during the closing period. Both management teams are committed to growing and strengthening customer relationships for the combined entity.

2

PEGASYSTEMS TO ACQUIRE CHORDIANT

FAQ for KEY STAKEHOLDERS

Q. Will this transaction require shareholder approval?

No– but more than 50% of outstanding Chordiant shares must tender their shares in the tender offer.

Q. When do you expect the transaction to close?

We are assuming a typical process for the acquisition of a U.S. public company. Pegasystems will commence the tender offer once it files with the SEC the necessary documentation. We also need to receive HSR clearance, which is antitrust clearance. Assuming that all of this concludes without delays, we could close the transaction in the second calendar quarter.

Q. How does this deal affect current Chordiant customers?

Until this transaction closes, nothing changes in terms of dealings with Chordiant. Upon closing, Pegasystems believes Chordiant customers will quickly see the benefits of dealing with a company that has a broader product offering, a wider global reach and stronger development and support organization. A product direction will be rolled out after the close of the transaction that details the integration of products.

Q. How do customers benefit from this deal?

The combination of the two companies creates a larger, stronger organization with a wider global presence to better meet the growing requirements of our customers. In addition, Chordiant customers will have the benefit of the innovative technology integration of Pegasystems as it relates to BPM & CRM.

Q. Who will call on me now?

Your existing relationship will not change between now and when the transaction closes. Should any changes occur after the close of the transaction you will be advised.

Q. As these two companies combine will we see a negative impact on product development efforts

No. The plan would be to leverage the technology and innovation that both companies bring to the combined entity.

Q. What happens to my current licensing agreements?

Current licensing agreements remain intact and will transfer to Pegasystems.

Q. Can I demand a new licensing agreement given this wholesale change of ownership?

No. Change of ownership does not alter the terms of the in-place licensing agreement.

Q. What is the future of the Chordiant product lines?

After the close of the transaction, Pegasystems will share future product direction and focus.

Q. Will my maintenance rates increase?

At this time we do not anticipate an increase in current contracted maintenance rates.

3

PEGASYSTEMS TO ACQUIRE CHORDIANT

FAQ for KEY STAKEHOLDERS

Q. What, if any, is the product overlap between Pegasystems and Chordiant’s product lines?

The transaction is largely complementary in nature and both companies participate in the customer experience (BPM & CRM) marketplace.

ADDITIONAL EMPLOYEE QUESTIONS

Q. What are the next steps?

It is important for all employees to stay laser focused on executing our current business strategy for it is the strength of this business that has brought us this opportunity.

Q. What happens during the closing period?

During the closing period it must be business as usual. We all need to go about our jobs in the best way, providing excellent products, support and service for all our customers and partners around the globe. The need for this is clear. It is our collective responsibilities to focus on our jobs and perform at our usual high standards.

Q. What will happen to my stock?

All RSUs and RSAs will be accelerated and cashed out upon the close of the transaction. Stock options with exercise prices less than or equal to $6.00 per share will be assumed by Pegasystems and converted into equivalent Pegasystems options based upon a conversion ratio set forth in the merger agreement.

Q. Will our jobs be protected? And when will we know for sure?

Once the transaction closes we will know more about the final organizational structure and will communicate to you at that point. While there may be some redundancies, the good news is that Pegasystems is growing and hiring rapidly. Pegasystems currently anticipates adding approximately 200 additional jobs in the coming year.

Q. Will there be any office closures?

Joint work on integration planning will happen between now and the close. During that time we will determine organizational structure and work out office requirements.

Q. Will the sales commission plans remain the same for 2010?

The current commission plans should remain the same through fiscal 2010.

Q. Will my reporting relationship stay the same?

We will know more about the organization structure after the close of the deal.

Q. Typically when one company buys another there are redundancies. How quickly will any downsizing be determined and what is Pegasystems standard layoff package?

We will know more about redundancies after the deal closes and integration planning begins. One of the reasons that Pegasystems is acquiring Chordiant if for its people and its technology. Pegasystems is growing and hiring rapidly. They currently have more than 160 job openings posted on their website.

4

PEGASYSTEMS TO ACQUIRE CHORDIANT

FAQ for KEY STAKEHOLDERS

ADDITIONAL INVESTOR QUESTIONS

Q. Is Chordiant precluded from accepting offers from other potential bidders?

No, the terms of the agreement allow Chordiant to evaluate additional offers.

Q. How will Pegasystems finance the transaction?

The transaction will be financed from their current cash position. There are no financing contingencies associated with this transaction.

Additional Information About the Proposed Transaction and Where To Find It

This document is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. Stockholders of the Company are urged to read the relevant tender offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. At the time the tender offer is commenced, Pegasystems Inc. and Maple Leaf Acquisition Corp. will file tender offer materials with the U.S. Securities and Exchange Commission, and the Company will file a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the Commission’s web site at www.sec.gov. Free copies of these documents will be made available by Pegasystems Inc. by mail to 101 Main Street, Cambridge, MA 02142-1590.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, the Company and Pegasystems Inc. file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by the Company or Pegasystems Inc. at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. The Company’s and Pegasystems Inc.’s filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at http://www.sec.gov.

5

EX-99.(E)

Pegasystems

and Chordiant

Delivering the Next Generation of

Customer Experience Transformation 

March  15

2010

th

Exhibit E

2

Pegasystems

2010

Highlights

3

Pegasystems

2010

Pegasystems

-

Confidential

Support & Expand Customer Options

Growth Synergies

4

Pegasystems 2010

5

©

Pegasystems 2010

Early Commitment to Open Systems

Speeds Integration

5

©

Pegasystems 2010

6

Pegasystems

2010

CEM

Next

generation

CXT

BPM

Shared Vision

Customer Process

Management

built on

BPM for multi-channel

customer service

desktops, call centers

and Cloud-based

platform as a service

operations

Customer Experience

Management

with

predictive and adaptive

analytics to optimize

customer experience

7

Pegasystems

2010

What do Customers Get?

8

Pegasystems

2010

Combination to Bolster Partner Success

•

Complementary partner

ecosystems

•

Combined set of partners enables

further industry specific specialization

and penetration

•

Expanded product portfolio to help

partners realize incremental growth 

•

Deliver higher value business solutions

that take advantage of broader product

portfolio

9

Pegasystems

2010

Combined Global Strategic Alliances

10

Pegasystems

2010

The Next Generation of Customer

Experience Transformation

11

Pegasystems

2010

Additional Information About the Proposed Transaction and Where To Find It

This

document

is

neither

an

offer

to

purchase

nor

a

solicitation

of

an

offer

to

sell

shares

of

the

Company.

Stockholders of the Company are urged to read the relevant tender offer documents when they become available

because they will contain important information that stockholders should consider before making any decision

regarding

tendering

their

shares.

At

the

time

the

tender

offer

is

commenced,

Pegasystems

Inc.

and

Maple

Leaf

Acquisition Corp. will file tender offer materials with the U.S.

Securities and Exchange Commission, and the

Company will file

a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer

materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the

Solicitation/Recommendation Statement will contain important information, which should be read carefully before

any

decision

is

made

with

respect

to

the

tender

offer.

The

Offer

to

Purchase,

the

related

Letter

of

Transmittal

and

certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all

stockholders of the Company at no expense to them. The tender offer materials and the Solicitation/Recommendation

Statement

will

be

made

available

for

free

at

the

Commission’s

web

site

at

www.sec.gov.

Free

copies

of

these

documents

will

be

made

available

by

Pegasystems

Inc.

by

mail

to

101

Main

Street,

Cambridge,

MA

02142-1590.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the

Solicitation/Recommendation

Statement,

the

Company

and

Pegasystems

Inc.

file

annual,

quarterly

and

special

reports, proxy statements and other information with the Securities and Exchange Commission. You may read and

copy

any

reports,

statements

or

other

information

filed

by

the

Company

or

Pegasystems

Inc.

at

the

SEC

public

reference room at 100

F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for

further

information

on

the

public

reference

room.

The

Company’s

and

Pegasystems

Inc.’s

filings

with

the

Commission are also available to the public from commercial document-retrieval services and at the website

maintained

by

the

Commission

at

http://www.sec.gov.