DEFA14A 1 d246760ddefa14a.htm DEFA14A DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   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 §240.14a-12
RIGHTNOW TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

 

   

 

  (2)  

Aggregate number of securities to which transaction applies:

 

 

   

 

  (3)  

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):

 

 

   

 

  (4)  

Proposed maximum aggregate value of transaction:

 

 

   

 

  (5)   Total fee paid:
   
   

 

¨   Fee paid previously with preliminary materials.
¨   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.
  (1)  

Amount Previously Paid:

 

 

   

 

  (2)  

Form, Schedule or Registration Statement No.:

 

 

   

 

  (3)  

Filing Party:

 

 

   

 

  (4)  

Date Filed:

 

 

   

 

 

 

 

 


Filed by RightNow Technologies, Inc.

Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: RightNow Technologies, Inc.

Commission File No.: 000-31321


LOGO

 

Oracle and RightNow

Overview and Frequently Asked Questions

© RightNow Technologies, Inc.


LOGO

 

What We Are Announcing

Oracle Buys RightNow

Adds the Leading Customer Service Cloud Offering to the Oracle Public Cloud

On October 2011,24, Oracle announced that it has entered into an agreement to acquire RightNow, a leading provider of cloud-based customer service The. proposed transaction is subject to RightNow stockholder approval, certain regulatory approvals, and customary closing conditions and is expected to close by late 2011 or early 2012 Until. the deal closes, each company will continue to operate independently, and it is business as usual.

RightNow’s leading cloud-based customer experience software helps organizations deliver an exceptional experience across the web, social networks and contact centers Nearly. 2,000 organizations across a wide range of consumer-centric industries rely on RightNow’s customer service cloud to improve the quality and consistency of experience across channels, reduce response times and lower operational costs.

Oracle is moving aggressively to offer customers a full range of Cloud Solutions including sales force automation, marketing, human resources, talent management, social networking, databases, and Java as part of the Oracle Public Cloud RightNow’s. cloud offering is a complementary addition to Oracle’s Public Cloud. Together, Oracle and RightNow are expected to enable a superior customer experience at every contact and across every channel.

2


LOGO

 

What We Are Announcing

Can I still purchase RightNow products?

Yes Until. the transaction closes, RightNow continues to operate as a separate business Please. contact your existing RightNow sales representative to assist you, or visit www for contact information.

Should RightNow customers continue to call RightNow for customer support?

Yes Until. the transaction closes, RightNow continues to operate as a separate independent business RightNow. customers should continue to use existing RightNow contacts for support, professional services and sales to address immediate and ongoing needs We. will communicate all changes and transitions occurring after the close of the transaction well in advance through these familiar channels.

3


LOGO

 

What We Are Announcing

Should RightNow customers continue to contact their RightNow sales representatives?

Yes, customers should continue to rely on existing relationships.

Should RightNow partners continue to call RightNow?

Yes Until. the transaction closes, RightNow continues to operate as a separate independent business RightNow. partners should continue to use existing RightNow contacts to address immediate and ongoing needs Oracle. partners may also use their existing Oracle channels for support to answer any questions.

Where can I find out more information about the proposed Oracle and RightNow combination?

For more information, please visit oracle .

4


LOGO

 

Safe Harbor for Forward Looking Statements

Oracle is currently reviewing the existing RightNow product roadmap and will be providing guidance to customers in accordance with Oracle’s standard product communication the sole discretion policies of Oracle Any. All. resultin product g features roadmap and information, timing of release whether of such communicated features as by determined RightNow or by by Oracle’s Oracle, review does not of RightNow’s represent a product commitment roadmap to deliver are at any incorporated material, into code, any or contract functionality, . and should not be relied upon in making purchasing decision It. is intended for information purposes only, and may not be

Cautionary including statements Statement that Regarding involve risks Forward and- Looking uncertainties Statements concerning This Oracle’s document proposed contains acquisition certain forward of RightNow, -looking statements anticipated about customer Oracle benefits and RightNow, and general statements business outlook that are When. not historical used in this facts presentation, are intended the to words identify “anticipates”, those assertions “can”, as “will”, forward -lookin forward”look g statements to”, Any. such and”expected” similar statement expressions may be influenced and any other by a those variety projected, of factors, described, many of which expressed are beyond or implied the control in this document of Oracle or due RightNow, to a number that of could risks cause and uncertainties actual outcomes Potential. and results risks and to be uncertainties materially different include, from among achieved others, the after possibility closing, that the the combined transaction operations will not may close not or be that successfully the closing integrated may be delayed, in a timely the anticipated manner, if at synergies all, general of the economic combined conditions companies in regions may not in be which Accordingly, either company no assurances does business, can and be given the possibility that any that of the Oracle events or anticipated RightNow may by the be forward adversely -looking affected statements by other will economic, transpire business, or occur,and/or or if any competitive of them do factors so, . RightNow, what impact respectively, they will have file on with the the results U Securities. of operations and or Exchange financial condition Commission of Oracle (the “SEC”) or RightNow on Forms In. addition, 10-K, 10 -please Q and 8 refer -KThese. to the filin documents gs identify that and Oracle address and other looking important statements factors set forth that could in this cause document Oracle’s You. and are RightNow’s cautioned to respective not place operational undue reliance and other on forward results -lookin to differ g statements, materially from which those speak contained only as of in the the date forward of -this document Neither. Oracle nor RightNow is under any duty to update any of the information in this document.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, RightNow will file a proxy statement with the SEC. Additionally, RightNow and Oracle will file other relevant materials in connection a wholly owned with subsidiary the proposed of Oracle, acquisition Rhea of Acquisition RightNow by Corporation, Oracle pursuant a wholly to -the owned terms subsidiary of an Agreement of Oracle, and and Plan RightNow of Merger The. by materials and among to be OC filed Acquisition by RightNow LLC, statement with the SEC and may the be other obtained relevant free materials of charge when at the they SEC’s become web available site at www before making Investors. any voting and or security investment holders decision of RightNow with respect are ur to ged the to proposed read the proxy merger officers because and they other will contain members important of its mana information gement and about employees, the merger under and the SEC parties rules, to may the be mer deemed ger. Oracle, to be RightNow participants and in their the solicitation respective of directors, proxies of executive RightNow interests stockholders of certain in connection of Oracle’s with executive the proposed officers mer and ger directors Investors. in and the security solicitation holders by readin mayg obtain the proxy more statement detailed information and other relevant regarding materials the names, filed affiliations with the SEC and those when they of RightNow’s become available stockholders Information. generally, concerning is set forth the in interests the materials of Ri ghtNow’s filed with the participants SEC on Form in the 10 solicitation, -K and will which be set may, forth in in some the proxy cases, statement be different relatin than g to the merger when it becomes available.