DEFA14A 1 a2048416zdefa14a.txt DEFA14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Section 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials /X/ Soliciting Material Pursuant to Section 14a-11(c) or Section 14a-12 INFORMIX CORPORATION -------------------------------------------------------------------------------- (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)(4) and 0-11. 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(6) Amount previously paid: -------------------------------------------------------------------------------- (7) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- (8) Filing party: -------------------------------------------------------------------------------- (9) Date filed: -------------------------------------------------------------------------------- Investor Presentation May 2001 Ascential(TM) Software Ascential(TM) Software Agenda o Transforming Informix Corporation o Business Opportunity o Ascential the Company o Customer Success o Financials Ascential(TM) Software Informix Is Transformed Ascential is Born o April 24, 2001 - IBM to acquire Informix database business - Ascential to be independent public company o Pure-play in a high-growth market o $1 billion net cash - growth funding - stock reduction program - Ascential-IBM global strategic alliance o DataStage(R) and Media360(TM) integrated into strategic IBM e-business solutions o April 30, 2001 - Ascential-SAP strategic alliance o DataStage integrated into MySAP Business Intelligence [Graphic of landscape] Ascential(TM) Software What We Do o Enable our customers to locate and use information and multi-media content to: - make better decisions - build better products - provide better services - be more efficient - save more money - be more competitive [Graphic of person] Ascential(TM) Software Ascential At a Glance Category Leader in "Information Asset Management" $122M Revenue in 2000 178% CAGR 1997 - 2000 > 1800 Customers Worldwide > 200 Partners Worldwide 950 employees in over 25 countries HQ in Westboro, MA USA Ascential(TM) Software Agenda o Transforming Informix corporation o Business opportunity o Ascential the company o Customer success o Financials Ascential(TM) Software Our Customers' Problem Need to: o Eliminate information silos o Rapidly deploy analytical solutions o Integrate disparate data sources o Synchronize and make information coherent Challenges: o Operational data different from analytical data o Meta data sharing o Changing reporting requirements [Graphic illustrating customers' problem] Ascential(TM) Software Problem is Getting Bigger o Greater Information Volume - Meta Group: 125% data growth CAGR 2005 - Giga: 200K TB in Global 5K o Higher Information Velocity - Faster markets speed through the information value chain o More Information Variety - Unstructured data: XML, Web logs, click streams, video and audio [Graphic] Ascential(TM) Software Customer Requirement o Collect and integrate any type of data or content o Manage and administer available information assets o Provide search and delivery services o Provide single information infrastructure solution supporting new application deployments (CRM, BI, Analytics,...) [Graphic illustrating customer requirements] Ascential(TM) Software Ascential'S Solution: Information Asset Management [Graphic illustrating sources, functions, destinations and uses] Ascential(TM) Software Why Ascential? o Proven products in most demanding customer environments: - Data Integration - Media Asset Management - Analytic Application Components - Portal Infrastructure o Deep experience with Global 2000 Businesses o Partnerships with applications and integration partners o Resources for sustained growth Ascential(TM) Software Market Opportunity [Graph regarding content management, analytical application, data movement & replication and enterprise information portal] Ascential(TM) Software Competitive Landscape [Graphic illustrating competitive landscape] Ascential(TM) Software Industry Analyst & Press Validation "[Ascential] is wasting little time making an enhanced name for itself." DM Review "Ascential'S focus...and success in engaging a strong set of partners creates a strategic advantage." Gistics Inc. "Ascential now has muscle." Yankee Group "The IBM reseller agreement...puts more feet on the street in Ascential'S behalf." Current Analysis Ascential(TM) Software Agenda o Informix Corporation Transformed o Business Opportunity o Ascential the Company o Customer Success o Financials Ascential(TM) Software Ascential'S Strategy o Deliver the industry's first integrated IAM product solution and establish Ascential as brand leader o Extend our market-leadership position in data integration and media asset management markets o Expand world-wide distribution through partnerships with recognized industry leaders o Leverage our professional services to accelerate the adoption of our product offerings o Accelerate growth by leveraging large customer base, established channels, new products, and cash Undisputed Market Leadership Ascential(TM) Software Key Products DataStage(R) Data Integration WebSuccess(TM) Analytic Components Axielle(TM) Portal Infrastructure Media360(TM) Content Management Ascential(TM) Software Products Work Together as a Complete IAM Solution [Graphic illustrating products that work together as a compelte IAM solution] Ascential(TM) Software Key Products DataStage(R) Data Integration o A complete platform for the collection, validation, organization, and administration of all types of data o Differentiators: only solution with - Data and meta data integration services across the mainframe, Unix, and NT sources and targets - Patented full-life cycle meta data management - Built-in data quality assurance Ascential(TM) Software Key Products WebSuccess(TM) Analytic Components o Customer-centric analytic components for rapid development of analytic applications o Differentiators: Only solution with: - Linearly scalable clickstream analysis for web-site traffic analysis - Support for multi-channel customer analysis Ascential(TM) Software Key Products Axielle(TM) Portal Infrastructure o 2nd generation enterprise information portal providing universal information assets access o Differentiators: only solution with - Sophisticated XML-based business information directory - Meta data integration with data warehousing and BI environments Ascential(TM) Software Key Products Media360(TM) Content Management o Complete solution for collecting, organizing, administering and delivering all types of media assets o Differentiators: only solution with: - Sophisticated, flexible workflow - enables immediate access to video/audio content for browsing and searching - enterprise content management functions for: o video o audio o images o desktop publishing tools o web publishing tools o documents Ascential(TM) Software Global Services 260 Professionals World-wide 3 Support Centers NA, Europe, Asia/Pac Key Practices SAP, Media, DW, & BI [Graphic of globe] Ascential(TM) Software Over 200 Business Partners Worldwide [Graphic of solution vendor logos] [Graphic of system integrator logos] [Graphic of H/W logos] [Graphic of database vendor logos] [Graphic of BI/CRM vendor logos] [Graphic of media vendor logos] Ascential(TM) Software Global Strategic Alliances o 3 Year worldwide reseller agreement o Provides SAP customers enhanced data integration capabilities for SAP BW environments o Ascential generates revenue from royalties and from up sell of complementary offerings to SAP packages o Ascential and SAP sales forces will work together to provide customers with a total solution o Establishment of competency centers for customer and partner training, and Proof of Concept projects o 3 Year worldwide reseller agreement o IBM to actively market and sell Ascential products offered as preferred complementary solutions o Provide IBM with data integration solution optimized for DB2 - DataStage for DB2 Warehouse Manager - DataStage/390 for DB2 Warehouse Manager o Media360 on AIX/DB2 platforms enhances IBM position in Media market o Collaborate on future product integrations [Graphic of SAP logo] [Graphic of IBM logo] Ascential(TM) Software Agenda o Informix Corporation Transformed o Business Opportunity o Ascential the Company o Customer Success o Financials Ascential(TM) Software 1800 Prestigious Customers [Graphic of customer logos] Ascential(TM) Software Customer Example: DaimlerChrysler [Graphic of DaimlerChrysler logo] Customer Need: Corporate standard ETL tool to minimize ongoing support and maintenance. Make training videos available globally (re-use & efficiency). Selection: Technical Advisory Group unanimously chose DataStage as their standard ETL tool, over ETI and Computer Associates. Training Department selected Media360 as their content management solution. Factors: Superior mainframe connectivity, core graphical development metaphor, and planned product futures for DataStage, and successful pilot and solution capability for Media360. Products: o DataStage XE o Media360 Ascential(TM) Software Customer Example: Sears [Graphic of Sears logo] Customer Need: Store documents relevant to customer care services, manage generation and distribution of static reports and create dynamic reports as defined by users. Use ETL for customer reporting system. Selection: Media360 to create an Intranet Report Repository system for the Sears Credit Division. DataStage XE to support data warehouse generation. Factors: Flexible content management (documents now, other content later), and integration with Eureka and Crystal Info report writers. ETL tool capabilities and integrations. Products: o Media360 o DataStage Ascential(TM) Software Customer Example: CNN [Graphic of CNN logo] Customer Need: Stream line news room operations and have media assets shared real time with production process. Selection: CNN Product Teams and Strategic Technology office chose Media360 and Informix Software to help do the integration of a project with Virage and SGI in 1998. Factors: Object relational technology, video capabilities indexed in DB for searching, expertise of team. Products: o Media360 Ascential(TM) Software Customer: Merrill Lynch [Graphic of Merrill Lynch logo] Customer Need: ETL capability for a data warehouse to support CRM operations in the US, with support for mainframe connectivity and ETL, running on AIX and NT. Selection: Merrill Lynch's IBM consulting team selected DataStage XE/390 over ETI. Factors: More graphic, easy-to-use mainframe ETL; better development environment and meta data management; native mainframe meta data integration and sharing with tools like Business Objects. Product: o DataStage XE/390 Ascential(TM) Software Customer: Chase Manhattan Bank [Graphic of Chase logo] Customer Need: Improve customer service and maximize customer profitability for private investor and corporate clients. Selection: Chase chose DataStage. Factors: Superior development model and scalability. Products: o DataStage XE Ascential(TM) Software Customer: Philip Morris [Graphic of Philip Morris Companies Inc. logo] Customer Need: Consistency across all European data warehouses. Selection: Philip Morris chose DataStage for NT over Informatica and Hummingbird (10 vendors total). Factors: Superior flexibility with Philip Morris' internal processes and changing requirements, and ability to deliver Siebel plug-in in 3 months. Products: o DataStage XE o Extract PACK for SAP R/3 o Load PACK for SAP BW Ascential(TM) Software Customer Example: Pfizer [Graphic of Pfizer logo] Customer Need: Improve business decision making and provide enterprise data model. Selection: Pfizer chose DataStage over Informatica and ETI. Factors: Superior product, including a more usable interface, more flexible development tools and better meta data support. Products: o DataStage XE Ascential(TM) Software Agenda o Informix Corporation Transformed o Business Opportunity o Ascential the Company o Customer Success o Financials Ascential(TM) Software Informix Corporation Financials
FY2000 Q1 2001 ------- ------- Income Statement Revenue $929.3M $217.1M Gross Profit 694.3M 162.3M Gross Margin 74.7% 74.8% Operating Income $ 25.6M* $ 17.6M* Operating Margin 2.8% 8.1% *Note: excludes merger, realignment and other charges Balance Sheet MAR. 31, 2001 ------------- Cash & short term investments $254.6M Debt 0.0M Stockholders' Equity $337.9M
Ascential(TM) Software Quarterly Revenue [Graphic of quarterly revenue] Ascential(TM) Software Business Outlook o Q1'01 Actual - Revenue of $33.3 M - Gross Margin of 50% - Operating expense of $38M o FY'01 - Revenue growth 35%-40% over FY2000 - Gross margin 65%-70% by Q4 - Operating margin approximately 5% by Q4 o FY'02 - Revenue growth 40%-50% over FY 2001 - Gross margin 70%-75% by Q4 - Operating margin 15%-20% by Q4 Note: excludes merger, realignment and other charges Ascential(TM) Software Pro Forma Income Statement (unaudited)
Actual Q1 2001 Long Term (in $millions) Q4 2001 Q4 2002 Target Model -------------- --------- --------- ------------ License 16.8 50% - 55% 53% - 58% 57% - 60% Service 16.5 45% - 50% 42% - 47% 40% - 43% --------------- -------------- --------- --------- ------------ Total Revenue 33.3 100% 100% 100% Cost of License 5.1 Cost of Service 11.4 --------------- -------------- Gross Profit 16.8 Gross Margin 65% - 70% 70% - 75% 75% - 78% Sales & Marketing 26.5 R&D 8.7 G&A 3.2 --------------- -------------- Total Operating Expense 38.4 60% - 65% 55% - 60% 53% - 58% Operating Income (21.6) Operating Margin 4% - 6% 15% - 20% 17% - 25%
Note: excludes merger, realignment and other charges Ascential(TM) Software Conclusion o Pure play investment, positioned to become the dominant player in the information asset management market o Well established leader in high growth business intelligence and media asset management markets o Cash, customer base, and global distribution and partnerships in place for sustained growth o Experience and track record in building growth and value in Ascential's markets Ascential(TM) Software Safe Harbor Statement This oral and written presentation contains forward-looking statements that are subject to numerous risks and uncertainties. Any statements contained in this presentation, whether oral or written, including without limitation statements to the effect that the Company or its management "believes," "expects," "anticipates," "plans," "may," "will," "projects," "continues," "intends" or "estimates," or statements concerning "potential" or "opportunity" or other variations thereof or comparable terminology or the negative thereof that are not statements of historical fact, should be considered forward-looking statements as a result of certain risks and uncertainties. These risks and uncertainties could cause actual results and events materially to differ for historical or anticipated results and events. Investors and potential investors should review carefully the description of risks and uncertainties that, together with other detailed information about the Company, is contained in the periodic reports that the Company files from time to time with the Securities and Exchange Commission, including the Company's Form 10-K for fiscal year 2000. The proposed transaction with IBM will be submitted to the Company's stockholders for their consideration, and the Company has filed a preliminary proxy statement concerning the proposed transaction with the Securities and Exchange Commission, and will file a definitive proxy statement with the SEC shortly. Stockholders are urged to read the preliminary proxy statement regarding the proposed transaction, and the definitive proxy statement when it becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. When available, the definitive proxy statement concerning the proposed transaction will be mailed to all of our stockholders and our proxy statement, as well as other filings containing information about the Company, will be available, without charge, at the SEC's Internet site (www.sec.gov). Copies of the proxy statement and the SEC filings that will be incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to the Company's Investor Relations Department, 50 Washington Street, Westborough, Massachusetts 01581 (508-366-3888). The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Company stockholders in favor of the proposed transaction. Information regarding the interests of the officers and directors of the Company in the proposed transaction is set forth in the preliminary proxy statement regarding the proposed transaction and will be set forth in the definitive proxy statement regarding the proposed transaction, when available. Information regarding the Company's officers and directors that may be deemed participants in the solicitation is included in the Company's most recent annual proxy statement as filed with the SEC on a Schedule 14A. (C) 2001 Informix Corporation. All rights reserved. Ascential is a trademark of Ascential Software, Inc. and may be registered in other jurisdictions. The following are trademarks of Informix Corporation or its affiliates, one or more of which may be registered in the U.S. or other jurisdictions: Informix; DataStage; Axielle; Web Success; and Media360. Investor Presentation May 2001 Ascential(TM) Software