Vignette Corporation and OnDisplay, Inc. announced that they have signed a definitive merger agreement under which Vignette will issue 1.58 shares of its stock for each outstanding share of OnDisplay. The combination of Vignette’s V/5 suite and OnDisplay’s XML-based business-to-business infrastructure products will create a comprehensive offering for companies building businesses online. OnDisplay’s B2B infrastructure products enable organizations to integrate more closely with their customers, suppliers and business partners through the real-time exchange of information and transactions. OnDisplay’s XML technology allows critical business information — such as purchase orders, inventory status checks, invoices and product catalog data — to be integrated, aggregated and exchanged between multiple suppliers and distribution partners quickly and efficiently. This functionality increases a business’s online selling effectiveness and extends its trading networks to suppliers and vertical marketplaces through secure, guaranteed online connections. Together, Vignette and OnDisplay will offer eBusiness applications that power automated cross-enterprise transactions and highly personalized end-user interaction. B2B commerce requires automation of business transactions between trading partners and integration of back-office systems with Web-based commerce systems. For example, purchase orders implemented as cXML based transactions or connections to ERP systems using standard XML interfaces will increasingly be required for online marketplaces and the companies who wish to participate in them. Combining the business process automation capabilities of OnDisplay with the real-time personalization, analysis and content management capabilities of Vignette’s V/5 eBusiness platform will enable companies to tightly coordinate their suppliers and distributors to create true “collaborative” commerce. With the acquisition, Vignette will have approximately 2,000 employees, 870 customers and global operations — from the U.S. to South America, Europe, Asia and Australia. In a stock-for-stock, tax-free transaction, each outstanding share of OnDisplay will be exchanged for 1.58 shares of Vignette. Based on fully diluted shares outstanding and both companies’ closing price as of Friday, May 19, this transaction represents a purchase price of approximately $1.7 billion. Vignette will account for the transaction using purchase accounting and expects to close the transaction in the third quarter, subject to approval by OnDisplay’s stockholders and other customary closing conditions. www.vignette.com, www.ondisplay.com

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