BroadVision to Acquire Interleaf

BroadVision Inc., a company specializing in personalized e-business applications company, has signed a definitive agreement to acquire Interleaf Inc. Key to the acquisition is the e-content company, a separate Interleaf business unit dedicated to the development, marketing and sale of XML-based content management tools. These tools enable the creation, publication, management and reuse of dynamic, intelligent content for Web and wireless applications. The e-content company comprises nearly 70 percent of Interleaf's approximately 400 employees and has been the most significant area of Interleaf growth and investment over the past two years.

Under the terms of the agreement each outstanding share of Interleaf common stock will be exchanged for .3465 of a share of BroadVision common stock (subject to certain conditions), and will be accounted for as a purchase transaction. In addition, all outstanding options and warrants to purchase Interleaf common stock will be assumed by BroadVision. Based on basic shares outstanding and the companies' closing prices on January 25, 2000, the transaction represents a premium of roughly 40 percent over Interleaf's current value. On a fully diluted basis, BroadVision would issue approximately 5.6 million shares of its common stock, having a value of approximately $877 million based on BroadVision's closing stock price on January 25, 2000.

The transaction is intended to be tax-free to the Interleaf shareholders. The transaction, which has been unanimously approved by both the Interleaf and BroadVision Boards of Directors, is subject to approval by Interleaf's stockholders. The transaction is subject to certain other customary closing conditions, including Hart-Scott-Rodino antitrust clearance and other regulatory approvals. The companies expect to close the transaction by May 31, 2000.

"Through the acquisition of Interleaf, BroadVision will be able to quickly expand our leadership in delivering personalized e-business applications across multi-touch points, such as Web and wireless," predicts Dr. Pehong Chen, President, CEO and Chairman of the Board for BroadVision. "With our combined customer base of more than 2,500 blue-chip and 'dot.com' companies, both firms have the proven ability to meet e-business demands for a fast time-to-market, easier integration with content sources and back-end systems, and high performance and scalability."

The combination of the suite of BroadVision One-To-One personalized e-business applications and Interleaf's XML-based e-content management tools will create comprehensive, end-to-end offerings for companies needing to manage content-rich and transactional e-businesses for delivery over the Web and wireless devices.

The integrated offering combines Interleaf's XML-based e-content management tools and BroadVision's real-time instant publishing tools to shorten time to production for content. Additionally, the integrated offering is differentiated by its support for the publication of XML-based documents from Microsoft Office applications, greatly expanding general business users' ability to publish Web and wireless content.

Automate B2B e-commerce by enabling companies to improve their operations via the use of intelligent content. Intelligent content is personalized, re-usable and dynamically assembled in real time to increase collaboration and communication among commerce partners. Unlike static content, intelligent content automates interactions and transactions among participants, creating a highly productive information value chain.

The integration of Interleaf's X-WAP (Wireless Application Protocol) and XSL (eXtensible Style Language, which enable content to be separated from data, so that content can be shared across any number of XML documents) technology will enable BroadVision customers to deploy e-business applications that enable access to dynamic content from mobile and other wireless devices, such as digital cellular telephones, pagers, PDAs and e-books. End users will be able to access in real time personalized product information, inventory, price and catalog data and to execute orders from Web sites and wireless devices via BroadVision

BroadVision will fully integrate Interleaf's e-content management tools based on XML into BroadVision's full suite of e-business applications. Interleaf's key technologies include: BladeRunner, a scalable, XML-based content management tool for creating, managing, and publishing structured e-business content; X-WAP, a wireless application technology which transforms XML into HTML, WML, PDF, ASCII; and QuickSilver, a high-end authoring and publishing product for managing XML- and non-XML-based content in one integrated system.

For more information, visit BroadVision at www.broadvision.com.