UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Netezza Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Date Filed:
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This filing consists of (1) an email sent from Jim Baum, President and Chief Executive Officer
of Netezza, to Netezza employees on September 20, 2010; (2) a message from Arvind Krishna, General
Manager of IBMs Information Management Group, to Netezza employees sent on September 20, 2010; (3)
a form letter to Netezza Customers sent on September 20, 2010; (4) a form letter to Netezza
Partners sent on September 20, 2010; (5) a presentation provided to industry analysts by Netezza
and IBM on September 20, 2010; (6) a weblog posting of Phil Francisco, Netezzas VP, Product
Management and Product Marketing, posted on September 20, 2010; and (7) a transcript of a video message from Mr. Krishna and Mr. Baum
made available on September 20, 2010.
Email sent
from Jim Baum to Netezza employees on September 20, 2010:
Today is an important and very exciting day for Netezza!
Attached to this mail is a press release that announces a definitive agreement for IBM to acquire
Netezza. As I said, an important and exciting day for us by joining forces, Netezza and IBM will
outstrip any other vendors ability to deliver comprehensive data warehousing and analytics
solutions. The growth opportunity for our combined organization is enormous.
With the launch of TwinFin and our move to commodity blades and storage technology, we established
a relationship with IBM that helped us achieve new heights in analytics. Now with IBMs global
resources soon to be officially behind us, well be able to scale our business much, much faster
than we could ever do as a standalone company. In every country in the world, and in every vertical
market, IBM has expertise and resources that we will leverage to scale our business dramatically.
IBM sees our technology and the expertise of our people as the absolute best fit to augment their
industry-leading portfolio for analytics. In IBM we have found a partner that shares our commitment
to innovation and a company whose respect for its employees is legendary in the industry. While we
are very different from IBM in terms of scale, we share a common goal: to deliver analytics
solutions that disrupt the status quo and create new ways to reach untapped markets.
We will hold a Company Meeting at 2pm EST at the Holiday Inn, Marlborough, where I will have an
opportunity to talk with you about why IBMs acquisition of Netezza makes sense, explain how we
will fit into IBMs overall software operations, and give you a deeper glimpse into what lies
ahead. Kelli-ann will send out dial-in details for remote employees by separate email.
Over the next several weeks, we will undertake more detailed integration planning,
but for now
we are still two separate companies
. It is critical that we not get distracted and continue to
execute our plans.
The acquisition is subject to regulatory and shareholder approval; we are targeting the deal to be
completed within 4Q10. Meanwhile, as we continue to conduct business as usual across the company,
the Netezza senior team and our counterparts at IBM will be working very hard and in close
cooperation to ensure that the integration process is executed thoughtfully and smoothly on behalf
of our customers, partners and employees.
Joining forces with IBM provides us with tremendous resources to invest in new technologies while
aggressively expanding into new markets, and I couldnt be more excited about the opportunity that
lies ahead.
Jim
Jim Baum
President and CEO
Netezza Corporation
Attached
Press Release:
IBM to Acquire Netezza
Expands Business Analytics Capabilities Through Workload Optimized Systems
ARMONK, N.Y. & MARLBOROUGH, Mass. 20 Sept 2010:
IBM (NYSE: IBM) and Netezza Corporation (NYSE:
NZ) today announced they have entered into a definitive agreement for IBM to acquire Netezza, a
publicly held company based in Marlborough, Mass., in a cash transaction at a price of $27 per
share or at a net price of approximately $1.7 billion, after adjusting for cash. Netezza will
expand IBMs business analytics initiatives to help clients gain faster insights into their
business information, with increased performance at a lower cost.
The acquisition, which is subject to Netezza shareholder approval, applicable regulatory clearances
and other customary closing conditions, is expected to close in the fourth quarter of 2010.
Netezza is a leading provider of high-performance analytics in a data warehousing appliance that
can be up and running in a matter of hours, handling complex analytic queries 10 to 100 times
faster than traditional systems. The simplicity, speed and ease of deploying Netezza appliances
brings analytics directly into the hands of business users within every department of an
organization such as sales, marketing, product development and human resources.
The rate and pace of data is accelerating the IT opportunity around information and analytics. A
recent Global IBM Study revealed that 83 percent of CIOs identified analytics as a top priority
.
The combined strengths of IBM and Netezza are a key differentiator at a time when organizations of
all sizes are looking to gain more insight from their business information.
The existing relationship between IBM and Netezza reinforces the combined value to clients.
Today, Netezza designs and develops its appliances on IBM systems technology and combined with IBM
software powers many applications within organizations. The two companies have been strategic
partners for many years focused on workload optimized systems that deliver integrated systems,
software and storage for analyzing vast amounts of complex data.
IBM is bringing analytics to the masses. We continue to evolve our capabilities for systems
integration, bringing together optimized hardware and software, in response to increasing demand
for technology that delivers true business value. Netezza is a perfect example of this approach,
said Steve Mills, senior vice president and group executive, IBM Software and Systems. Netezza
strongly complements our business analytics capabilities and client base. Together, we have the
opportunity to quickly leverage the technology and accelerate the offering.
Today, more than 350 clients across a variety of industries have adopted Netezza. These companies
include eHarmony, Neiman Marcus, Time Warner, Estee Lauder, Blue Cross Blue Shield of
Massachusetts, United HealthGroup, Nationwide Insurance, Sapporo, NYSE Euronext, Virgin Media and
others.
The simplicity of deploying Netezza appliances makes this technology ideal for the needs of
high-performance analytics, requiring minimal administration and IT skills, and enables clients to
run complex data queries within days of deploying the solution.
Its no longer just the CIO every single department from finance to marketing professionals is
tapping into the capabilities of analytics to draw meaningful insights. But clients cannot
sacrifice time, cost or performance by deploying solutions that do not best meet each of their
business needs, said Arvind Krishna, general manager, Information Management, IBM. The addition
of Netezza will reinforce IBMs focus in understanding clients needs by providing them a broader
set of analytics capabilities and bringing the power of analytics right into the hands of business
users at every level within an organization.
Our vision of an appliance-based Intelligent Economy aligns very well with IBMs Smarter Planet
strategy. Netezza appliances set the standard for performance and simplicity in data warehousing
and analytics, said Jim Baum, President and CEO of Netezza. Our customers choose our appliances
for their fast time to value and how they simplify analytics against big data. Together with IBM,
we are looking forward to extending our capabilities to a much broader market.
For example, with Netezza appliances,
NYSE Euronext
has drastically cut the time it takes to load
and extract massive amounts of historical data so it can run analytic queries more securely and
efficiently, while reducing runtimes from hours to seconds.
Virgin Media
, a UK provider of TV,
broadband, phone and mobile services with millions of subscribers, uses Netezza across its product
marketing, revenue assurance and credit services departments to proactively plan, forecast and
respond to the effect of pricing and tariff changes enabling them to quickly respond with
competitive offerings.
Both IBM and Netezza see the importance of integration from the multiprocessor through middleware
to business consulting to bring a higher level of efficiency through workload optimized systems.
For example, Netezza appliance capabilities highlight integrated software with unique
FPGA-Accelerated Streaming Technology (FAST) that allows the system to execute analytic queries at
streaming speeds of up to milliseconds, significantly improving the performance and response times
for critical business decisions.
The acquisition expands IBMs information and analytics offerings, including services available
through IBMs Business Analytics and Optimization Consulting organization
.
Today, more than 6,000
IBM consultants are dedicated to analytics.
In the last four years, IBM has invested more than $12 billion in 23 analytics related
acquisitions. In IBMs second-quarter of 2010, IBMs analytics business grew 14%.
Following the close of the acquisition, IBM intends to integrate Netezza within IBMs Information
Management software portfolio. Netezza has approximately 500 employees around the world.
About IBM
For Information on Demand and IBM Information Management, please visit:
http://www.ibm.com/software/data/information-on-demand/
For more information on IBM Business Analytics, please visit the online press kit:
http://www.ibm.com/press/us/en/presskit/27163.wss
Follow IBM and Analytics on Twitter:
http://twitter.com/ibmbizanalytics
Follow IBM analytics on Tumblr:
http://smarterplanet.tumblr.com/tagged/new_intelligence
IBM YouTube Analytics Channel:
http://www.youtube.com/user/ibmbusinessanalytics
For more information on IBM Smarter Systems:
http://www-03.ibm.com/systems/smarter/
About Netezza Corporation
Netezza Corporation (NYSE: NZ) is the global leader in data warehouse, analytic and monitoring
appliances that dramatically simplify high-performance analytics across an extended enterprise.
Netezzas technology enables organizations to process enormous amounts of captured data at
exceptional speed, providing a significant competitive and operational advantage in todays
data-intensive industries, including digital media, energy, financial services, government, health
and life sciences, retail and telecommunications. For more information about Netezza, please visit
www.netezza.com
.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction between IBM and
Netezza, the expected timetable for completing the transaction, benefits and synergies of the
transaction, future opportunities for the combined company and products and any other statements
regarding IBM and Netezzas future expectations, beliefs, goals or prospects constitute
forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of
1934(collectively, forward-looking statements). Any statements that are not statements of
historical fact (including statements containing the words believes, plans, anticipates,
expects, estimates and similar expressions) should also be considered forward-looking
statements. A number of important factors could cause actual results or events to differ
materially from those indicated by such forward-looking statements, including the parties ability
to consummate the transaction; the conditions to the completion of the transaction, including the
receipt of Netezza shareholder approval, court approval or the regulatory approvals required for
the transaction may not be obtained on the terms expected or on the anticipated schedule; the
parties ability to meet expectations regarding the timing, completion and accounting and tax
treatments of the transaction; the possibility that the parties may be unable to achieve expected
synergies and operating efficiencies in the arrangement within the expected time-frames or at all
and to successfully integrate Netezzas operations into those of IBM or that such integration may
be more difficult, time-consuming or costly than expected; operating costs, customer loss and
business disruption (including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than expected following the transaction;
the retention of certain key employees of Netezza may be difficult; IBM and Netezza are subject to
intense competition and increased competition is expected in the future; Netezzas dependence on a single product family for nearly all of its revenue; fluctuations in foreign
currencies could result in transaction losses and increased expenses; the volatility of the
international marketplace; and the other factors described in IBMs Annual Report on Form 10-K for
the fiscal year ended December 31, 2009 and in its most recent quarterly report filed with the SEC,
and Netezzas Annual Report on Form 10-K for the fiscal year ended January 31, 2010 and in its most
recent quarterly report filed with the SEC. IBM and Netezza assume no obligation to update the
information in this communication, except as otherwise required by law. Readers are cautioned not
to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of Netezza by IBM. In connection with the proposed acquisition, Netezza intends to file relevant
materials with the SEC, including Netezzas proxy statement in preliminary and definitive form.
SHAREHOLDERS OF NETEZZA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
NETEZZAS DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of
charge at the SECs web site, http://www.sec.gov. Documents will also be available for free from
Netezza by contacting Netezzas Investor Relations at 508-382-8200 or
ir@netezza.com
.
Such
documents are not currently available.
Participants in Solicitation
IBM and its directors and executive officers, and Netezza and its directors and executive officers,
may be deemed to be participants in the solicitation of proxies from the holders of Netezza common
stock in respect of the proposed transaction. Information about the directors and executive
officers of IBM is set forth in the proxy statement for IBMs 2010 Annual Meeting of Stockholders,
which was filed with the SEC on March 8, 2010. Information about the directors and executive
officers of Netezza is set forth in the proxy statement for Netezzas 2010 Annual Meeting of
Stockholders, which was filed with the SEC on May 7, 2010. Investors may obtain additional
information regarding the interest of such participants by reading the definitive proxy statement
regarding the acquisition when it becomes available.
Contacts:
Lori Bosio
IBM Media Relations
bosiol@us.ibm.com
Office: (914) 766-1408
Kaveri Camire
IBM Media Relations
kcamire@us.ibm.com
Mobile: (914) 625-6395
Lizette Kodama
IBM Media Relations
lkodama@us.ibm.com
Office: (914) 766-1347
Mobile: (646) 675-0750
Glen Zimmerman
Netezza Media Relations
gzimmerman@netezza.com
Office: (508) 382-8267
Mobile: (603) 498-0506
Kory Liss
IBM Investor Relations
kory@us.ibm.com
Office: (914) 499-4095
Message
from Arvind Krishna to Netezza employees sent on September 20, 2010:
Netezza Team,
I am very pleased to inform you that IBM has announced its intent to acquire Netezza an
acquisition that presents many new and exciting opportunities for both businesses.
As you well know, the need for clients to manage and make sense of the data deluge is ongoing and
ever increasing. Clients need intelligent systems that can help them make informed business
decisions. The combined strength of Netezzas fast to install, easy to use appliances and IBMs
flexible, customizable systems will provide the perfect platform for focused analytic applications
that complement and extend enterprise-wide capabilities.
This acquisition is an unprecedented opportunity for both IBM and Netezza. IBMs global scale and
reach will provide a great springboard for the growth of Netezza appliances and technology. In
addition to more flexibility and choice for clients, Netezza will help strengthen the reach of
IBMs analytics solutions in growth markets and among small and mid-size clients. Your
industry-leading technology and the unique skills of your team will become the foundation of IBMs
analytics appliance strategy.
Following completion of the acquisition, expected to take place in 4Q10, the Netezza team will join
my Information Management organization, which is part of IBM Software Group. I have appointed an
experienced executive, Debbie Landers, to oversee the transition into IBM.
As you learn more about the plans for the integration, I hope you will be as enthusiastic as we are
about what the future holds for you as IBMers and for our expanded portfolio of offerings. Youll
find our teams have much in common, including a commitment to excellence and innovation and a
shared view of the role analytics play in helping clients create more intelligent systems and
organizations.
The IBM team and I are committed to doing everything possible to ensure a smooth transition for
you, and for your clients and partners.
Sincerely,
Arvind Krishna
General Manager, Information Management
IBM Software Group
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction between IBM and Netezza
Corporation, the expected
timetable for completing the transaction, benefits and synergies of the transaction, future
opportunities for the combined
company and products and any other statements regarding IBM and Netezzas future expectations,
beliefs, goals or prospects
constitute forward-looking statements made within the meaning of Section 21E of the Securities
Exchange Act of 1934
(collectively, forward-looking statements). Any statements that are not statements of historical
fact (including statements containing
the words believes, plans, anticipates, expects, estimates and similar expressions)
should also be considered
forward-looking statements. A number of important factors could cause actual results or events to
differ materially from those
indicated by such forward-looking statements, including the parties ability to consummate the
transaction; the conditions to
the completion of the transaction, including the receipt of Netezza shareholder approval, court
approval or the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the anticipated
schedule; the parties
ability to meet expectations regarding the timing, completion and accounting and tax treatments of
the transaction; the possibility
that the parties may be unable to achieve expected synergies and operating efficiencies in the
arrangement within the
expected time-frames or at all and to successfully integrate Netezzas operations into those of IBM
or that such integration
may be more difficult, time-consuming or costly than expected; operating costs, customer loss and
business disruption (including,
without limitation, difficulties in maintaining relationships with employees, customers, clients or
suppliers) may be greater
than expected following the transaction; the retention of certain key employees of Netezza may be
difficult; IBM and Netezza
are subject to intense competition and increased competition is expected in the future; Netezzas
dependence on a single
product family for nearly all of its revenue; fluctuations in foreign currencies could result in
transaction losses and increased
expenses; the volatility of the international marketplace; and the other factors described in IBMs
Annual Report on Form 10-K
for the fiscal year ended December 31, 2009 and in its most recent quarterly report filed with the
SEC, and Netezzas Annual
Report on Form 10-K for the fiscal year ended January 31, 2010 and in its most recent quarterly
report filed with the SEC. IBM
and Netezza assume no obligation to update the information in this communication, except as
otherwise required by law.
Readers are cautioned not to place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of Netezza by IBM. In
connection with the proposed acquisition, Netezza intends to file relevant materials with the SEC,
including Netezzas proxy
statement in preliminary and definitive form. SHAREHOLDERS OF NETEZZA ARE URGED TO READ ALL
RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING NETEZZAS DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents
free of
charge at the SECs web site, http://www.sec.gov. Documents will also be available for free from
Netezza by contacting
Netezzas Investor Relations at 508-382-8200 or ir@netezza.com. Such documents are not currently
available.
Participants in Solicitation
IBM and its directors and executive officers, and Netezza and its directors and executive officers,
may be deemed to be participants
in the solicitation of proxies from the holders of Netezza common stock in respect of the proposed
transaction. Information
about the directors and executive officers of IBM is set forth in the proxy statement for IBMs
2010 Annual Meeting of
Stockholders, which was filed with the SEC on March 8, 2010. Information about the directors and
executive officers of Netezza
is set forth in the proxy statement for Netezzas 2010 Annual Meeting of Stockholders, which was
filed with the SEC on May 7,
2010. Investors may obtain additional information regarding the interest of such participants by
reading the definitive proxy
statement regarding the acquisition when it becomes available.
Form
letter to Netezza customers sent on September 20, 2010:
Dear Netezza Customer:
We are very pleased to share with you the news that Netezza has signed a definitive agreement to be
acquired by IBM. We believe that this deal represents an outstanding opportunity for all of our
clients. Heres why.
The Netezza team from executives to product developers to support staff to sales representatives
will continue to support you, augmented of course by new IBM resources. IBM and Netezza share a
commitment to market-defining innovation. Together, we will increase the pace by which we deliver
innovative solutions that address your needs. With the development of TwinFin, Netezza formed a
technical partnership with IBM that allowed us to push the envelope in high performance data
warehouse appliances. This announcement extends this relationship, and you can be confident that
Netezza and IBM will continue to define the future of analytic appliances, introducing new and
groundbreaking technologies that address the growing challenges for organizations in every
industry.
The combination of Netezza and IBM means that youll benefit from Netezzas appliances becoming
more directly integrated into IBMs software and hardware portfolio. We intend to further integrate
with IBM hardware products already the underlying systems and storage for Netezza and IBM
software products such as the InfoSphere Information Server, and Cognos and SPSS offerings. You
should also rest assured that IBM recognizes and intends to protect those things that have made
Netezza the success it is today: easy, rapid deployment, simplified management and maintenance and
ongoing low cost of ownership.
Our combined commitment to innovation and thought leadership is matched only by our commitment to
customer service and support. Our companies are committed to working together to ensure your
ongoing success with your Netezza implementations, and to adding new capabilities to allow you to
get even more value from your analytics investments.
The agreement is subject to regulatory approvals and customary closing conditions and is expected
to close in the fourth quarter of 2010.
This is a very exciting time for both our companies and were delighted to share this news with
you. For more information please visit IBM
online.
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Jim Baum,
President & CEO
Netezza
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Arvind Krishna
General Manager,
IBM Information Management
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Form
letter to Netezza partners sent September 20, 2010:
Dear Netezza Partner,
We are very pleased to share with you the news that Netezza has signed a definitive agreement to be
acquired by IBM. We believe that this deal represents great news and an outstanding opportunity for
all of our clients and our many business partners. Heres why.
The Netezza team from executives to product developers to support staff to sales representatives
will continue to support you, augmented of course by new IBM resources. IBM and Netezza share a
commitment to market-defining innovation, and together we will increase the pace by which we
deliver innovative solutions.
As a Netezza business partner, you will attract new clients with support from IBM around the world.
You may also leverage IBMs international presence in 170 countries.
Our shared commitment to innovation and thought leadership is matched only by our commitment to
customer service and support. Our companies are committed to working with you and our mutual
clients to ensure you continue to receive the great support you are used to today, and to extend
that with additional capabilities over time. We rely on you, our valued partners, to provide
complementary services and technology to our shared clients and trust that you share our enthusiasm
about todays news.
Until the acquisition closes, IBM and Netezza will continue to operate as independent and separate
entities. Once the acquisition is complete, we will announce training, education, and enablement
plans for both Netezza and IBM business partners, including processes for introducing you to our
shared customer base.
The agreement is subject to regulatory approvals and customary closing conditions and is expected
to close in the fourth quarter of 2010.
This is a very exciting time for both our companies and were delighted to share this news with
you. For more information please visit IBM online.
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Jim Baum,
President & CEO
Netezza
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Arvind Krishna
General Manager,
IBM Information Management
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Presentation
provided to industry analysts by Netezza and IBM on September 20,
2010:
©
2010 IBM Corporation
Netezza Corporation Acquisition Overview
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Arvind Krishna General Manager, IBM Information Management
Jim Baum President and CEO, Netezza
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2
©
2010 IBM Corporation
Cautionary Statement Regarding Forward-Looking Statements
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Certain statements in this communication regarding the proposed transaction between IBM and
Netezza, the expected timetable for completing the transaction, benefits and synergies of the
|
transaction, future opportunities for the combined company and products and any other statements
regarding IBM and Netezza future expectations, beliefs, goals or prospects constitute
forwardlooking
|
statements made within the meaning of Section21_E of the Securities Exchange Act of
1934 and (collectively, forward-looking statements). Any statements that are not statements of
|
historical fact (including statements containing the words believes, plans, anticipates,
expects, estimates and similar expressions) should also be considered forward-looking
|
statements. A number of important factors could cause actual results or events to differ materially
from those indicated by such forward-looking statements, including the parties ability to
|
consummate the transaction; the conditions to the completion of the transaction, including the
receipt of shareholder approval, court approval or the regulatory approvals required for the
|
transaction may not be obtained on the terms expected or on the anticipated schedule; the parties
ability to meet expectations regarding the timing, completion and accounting and tax treatments of
|
the transaction; the possibility that the parties may be unable to achieve expected synergies and
operating efficiencies in the arrangement within the expected time-frames or at all and to
|
successfully integrate Netezzas operations into those of IBM; such integration may be more
difficult, time-consuming or costly than expected; operating costs, customer loss and business
|
disruption (including, without limitation, difficulties in maintaining relationships with
employees,
|
customers, clients or suppliers) may be greater than expected following the transaction; the
retention of certain key employees of Netezza may be difficult; IBM and Netezza are subject to
|
intense competition and increased competition is expected in the future; fluctuations in foreign
currencies could result in transaction losses and increased expenses; the volatility of the
|
international marketplace; and the other factors described in IBMs Annual Report on Form 10-K for
the fiscal year ended December 31, 2009 and Netezzas Annual Report on Form 10-K for the fiscal
|
year ended January 31, 2010 and in its most recent quarterly report filed with the SEC
.
IBM and
Netezza assume no obligation to update the information in this communication, except as
|
otherwise required by law. Readers are cautioned not to place undue reliance on these
forwardlooking
statements that speak only as of the date hereof.
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3
©
2010 IBM Corporation
What Are We Announcing?
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IBM and Netezza have entered into a definitive agreement for IBM to acquire Netezza,
a publicly held company based in Marlborough, Massachusetts, in a cash transaction at
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a price of $27 per share or at a net price of approximately $1.7 billion, after adjusting
for cash.
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Data Warehousing
is at the foundation of IBMs business analytics strategy for building
a Smarter Planet, enabling analysis of large amounts of data to draw insights for
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opportunity business decisions. According to IBM estimates, the data warehousing
opportunity alone is expected to reach more than $9.8 billion by 2013, with a compound
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annual growth rate of 9%.
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Manage cost and complexity in the face of:
Data proliferation across multiple environments
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Growth in the number of Business Analytics applications and users
Increased speed of deployment for a broader set of business users
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Need for real-time availability of data and analysis
Increasing number and sophistication of queries
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IBM will acquire Netezza, a leading provider of data warehouse appliances
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Netezza data warehouse appliances integrate System x BladeCenter, storage, data
warehouse software and acceleration hardware, and are workload optimized for high
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performance analytic queries on large volumes of data
Netezzas appliance deeply integrates hardware, software and storage to greatly
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simplify and accelerate deployment to deliver business analytics value in days vs.
weeks or months
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Netezza provides a focused appliance ideal for departmental data warehouse
solutions and for satellite data marts that extend an enterprise data warehouse to
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edge applications
The Netezza appliance requires no tuning and minimal administration e.g., no
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storage administration further reducing the cost of deploying and maintaining
analytic solutions
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IBM will acquire Netezza, a leading provider of data warehouse appliances
What Are We Announcing?
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©
2010 IBM Corporation
Founded in 2000, Netezza is headquartered in Marlborough, Massachusetts
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Approximately 500 employees worldwide
Track record of success and experience in data warehouse and analytic appliances
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More than 350 clients; blue-chip reference accounts in all major industry verticals
Burlington Coat Factory, CN, Con-way Freight, eHarmony, Estee Lauder, FICO,
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Japan Medical Data Center, Kelley Blue Book, Marriott, Nationwide, NEC, Neiman Marcus,
Olympus, Sapporo, Shoppers Drug Mart, Telekom Slovenjie,Time Warner Cable, Virgin Media
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Partnered with key technology partners, systems integrators and resellers,
both global and regional, in major markets worldwide
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Deloitte LLP:
Technology Fast 500 recognizes Netezza as an innovative company
that has broken down barriers to success and defied the odds with its remarkable
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five-year revenue growth.
Netezza delivers data warehouse appliances that dramatically simplify
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and speed delivery of high-performance analytics across an enterprise
A leader in
data warehouse appliances,
Netezzas core value is simplifying and accelerating
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high-performance analysis of data to help clients uncover insights into their business.
Technology plays a transformative role helping organizations become smarter and more
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agile ready to take the right action when most effective to do so. Quickly deployed PoCs,
using client data, enables rapid recognition of ability to meet client needs
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©
2010 IBM Corporation
Why Netezza?
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Netezzas portfolio complements IBMs offerings:
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Shared view of the role of analytics in helping clients create more intelligent systems
and organizations.. and collectively, a smarter planet
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Netezzas focused data warehouse appliances complement IBMs flexible Smart Analytics
Systems to provide the industrys broadest portfolio for accelerating and lowering the cost of
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analytics solutions of all kinds from small to very large, from focused to flexible
The speed and simplicity of deploying Netezza appliances will help accelerate :
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Growth of IBM analytics solutions among small and mid-size businesses
Deployment of analytic applications that complement or extend enterprise-wide capabilities
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Netezza appliances are built on IBM System x and along with InfoSphere software
power many analytics applications, such as Cognos and SPSS
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IBMs reach and scale will enable more clients and partners to take advantage of the easy to
deploy, use and maintain values of the Netezza appliance
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Netezza and IBM share a commitment to every clients success, to providing
innovation that matters, and to trust and responsibility in all relationships
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Netezza helps organizations quickly and easily deploy
high performance data warehouses that are easy to use and maintain,
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and provide faster and greater return on investment
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Netezza will Integrate with the IBM Trusted Information Platform
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Netezza Extends the IBM Portfolio of Workload Optimized Offerings
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Flexible
The right level of customization and simplicity
Focused
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©
2010 IBM Corporation
Recovers Revenue with Netezza
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Revenue Assurance
Customer Relationship Management
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£30M (~$59M) in recovered revenue
Scalability during rapid growth and acquisitions
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More dynamic response to shifting market needs
Restored confidence of business users
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CDR queries down from 35 hours to 35 minutes
The Netezza platform
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enabled us to develop an endto-
end revenue assurance
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model that has led to the
recovery of £30 million (~$59
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million) to date.
Jason McCreight
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Business Intelligence Manager
The Carphone Warehouse
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I can now run queries I
wouldnt have even attempted
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on the Oracle CDR data
warehouse.
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Damon Harding
Head of Data Integrity and Revenue
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Assurance
The Carphone Warehouse
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©
2010 IBM Corporation
Provides Better Service to Members
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and Reduces Provider Costs with Netezza
This information is shared strictly under NDA. Please do not distribute.
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Member Relationship Management
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Expensive and ineffective communications to 3M members
Website: Benefits and claim history only
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Newsletter: Screening and wellness program education
Members not engaged in better heath management
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Improved Member experience and engagement
Members registration increased 26% in 1 year
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Website traffic increased 40%
Member managed heath with alerts and reminders
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Deployed in 6 months with an 18-24 month ROI
Providing a comprehensive
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view of health data and
benefit usage to improve
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member experience &
analysis while reducing
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©
2010 IBM Corporation
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Netezzas data warehouse appliances complement IBM Workload Optimized offerings, and
InfoSphere, Cognos and SPSS software, as the industrys most comprehensive set of
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Business Analytics and Optimization solutions and services
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IBM and Netezza will help a broader set of clients of all sizes around the world accelerate
cost effective analytics solutions that uncover insights among the growing volume of data so
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they can take actions that optimize business results
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The speed and simplicity of deploying Netezza appliances, and Netezza experience with
large and mid-sized companies, will help accelerate IBM analytics solutions in high-growth
|
markets and among small and mid-size clients
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Netezza technology and expertise in focused appliances will combine with a broader range
of IBM information management technology and expertise to extend innovation leadership in
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information appliances
IBM and Netezza: A Winning Combination
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The acquisition of Netezza complements IBM in a number of ways
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©
2010 IBM Corporation
More Information and Contacts
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FAQ: http://www.ibm.com/software/data/info/Netezza/
IBM YouTube Analytics Channel: http://www.youtube.com/user/ibmbusinessanalytics
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Analyst Relations Contacts:
Glenn Hintze, Manager, Analyst Relations, IBM Information Management
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ghintze@us.ibm.com
914-766-1265
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Jeff Jones, Analyst Relations, IBM Information Management
drummer@us.ibm.com
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408-404-8690
Glen Zimmerman, Director, Corporate Communications, Netezza
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gzimmerman@Netezza.com
508-382-8267
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IBM IT Analyst Relations
Email: analyst@us.ibm.com
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URL: http://www.ibm.com/itanalyst
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©
2010 IBM Corporation
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Weblog
posting of Phil Francisco posted on September 20, 2010:
Perhaps
Youve Heard the News?
Posted by
Phil Francisco
on Sep 20, 2010 12:06:51 PM
This morning, Im posting from the floor of Oracle Open World at the Moscone Center in San
Francisco and no, this is not yet another blog about Mark Hurd teaming up with Larry Ellison.
Rather, it seems pretty safe to assume that if youre reading this today, youve already heard some
bit of the news of announcement by IBM and Netezza to enter into a
definitive agreement for IBM to
acquire Netezza
. If not, then Ive just broken some news to a small subset of my readers.
This is a watershed day for Netezza. I think both IBM and we look to this prospective merger as a
way to take analytics mainstream by extending the IBM portfolio of workload optimized offerings.
The complementary nature of IBMs and Netezzas existing relationship makes this ideal for our
employees, customers and shareholders. Netezza appliances are developed on IBMs systems technology
and combined with IBM software they power hundreds of clients enterprise applications around the
globe. Quoting our CEO Jim Baum, Netezzas, appliances have set the standard for performance and
simplicity in data warehousing and analytics.
As Arvind Krishna, General Manager of Information Management for the IBM Software Group and Jim
Baum, Netezza CEO said in their call with analysts earlier this morning, we think the acquisition
of Netezza complements and extends the IBM portfolio of workload optimized offerings in a number of
ways:
IBM portfolio
Netezzas data warehouse appliances complement IBM Workload Optimized offerings, and InfoSphere,
Cognos and SPSS software, as the industrys most comprehensive set of Business Analytics and
Optimization solutions and services.
Smarter Planet strategy
IBM and Netezza will help a broader set of clients of all sizes around the world accelerate cost
effective analytics solutions that uncover insights among the growing volume of data so they can
take actions that optimize business results.
Growth market strategy
The speed and simplicity of deploying Netezza appliances, and Netezza experience with large and
mid-sized companies, will help accelerate IBM analytics solutions in high-growth markets and among
small and mid-size clients.
Complementary expertise
Netezza technology and expertise in focused appliances will combine with a broader range of IBM
information management technology and expertise to extend innovation leadership in information
appliances.
With our complementary product technologies and approaches, a long and successful partnership
history, and the synergies of our respective Intelligent Economy and Smarter Planet visions for
the future, this has us at Netezza very excited about the possibilities for the future.
But it is still very early days for the acquisition process, and for now the rest of the team at
Netezza and I continue to focus on getting on with our daily mission. That means that were here in
San Francisco with a booth at the Oracle Open World come see us at Moscone West Booth #3641
simultaneously coexisting and competing with our friends from Redwood Shores. It also means that we
continue to sweat the details of building and selling market-leading data warehouse and analytics
appliances and helping to make high-performance analytics available across the intelligent
enterprise with TwinFin, Skimmer and the i-Class package of advanced analytics. More anon.
Transcript
of Video Message from Arvind Krishna and Jim Baum made available on
September 20, 2010:
Arvind
Krishna/IBM:
Today, IBM is taking business analytics one step further by announcing our intention to acquire
Netezza.
The news further accelerates IBMs information and analytics to bring the power of analytics
directly into the hands of business users within every department of an organization.
Jim Baum/Netezza:
Joining forces with IBM will allow us to reach new markets, new industries, new customers that
previously we at Netezza could not even dream of reaching.
We are very excited to be part of the IBM team, working together to bring advanced analytics and
business solutions to companies around the world in ways that we could never have dreamed of
without the strength of the IBM platform. And together, with the power of IBM solutions and
services, well be able to create business solutions with appliance-level simplicity, incredible
return on investment for those customers that actually help them change fundamentally the way they
do business. And the opportunity for Netezza to become a significant part of the Smarter Planet
initiative is one of the most exciting things about this combination for us here at Netezza.
Just in the last two years, weve built our entire product portfolio around IBM hardware
technology, and so this is a very natural step for us to go forward together as a major force in
the analytics industry.
Arvind
Krishna/IBM:
Building on this challenge of analytics, and the growing need for it in enterprises, the next big
shift will be upon ease of use, simplicity and providing lower cost.
Analytics is going mainstream, and we are making this a reality for our clients.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this communication regarding the proposed transaction between IBM and
Netezza, the expected timetable for completing the transaction, benefits and synergies of the
transaction, future opportunities for the combined company and products and any other statements
regarding IBM and Netezzas future expectations, beliefs, goals or prospects constitute
forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of
1934 (collectively, forward-looking statements). Any statements that are not statements of
historical fact (including statements containing the words believes, plans, anticipates,
expects, estimates and similar expressions) should also be considered forward-looking
statements. A number of important factors could cause actual results or events to differ
materially from those indicated by such forward-looking statements, including the parties ability
to consummate the transaction; the conditions to the completion of the transaction, including the
receipt of Netezza shareholder approval, court approval or the regulatory approvals required for
the transaction that may not be obtained on the terms expected or on the anticipated schedule; the
parties ability to meet expectations regarding the timing, completion and accounting and tax
treatments of the transaction; the possibility that the parties may be unable to achieve expected
synergies and operating efficiencies in the arrangement within the expected time-frames or at all
and to successfully integrate Netezzas operations into those of IBM or that such integration may
be more difficult, time-consuming or costly than expected; operating costs, customer loss and
business disruption (including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than expected following the transaction;
the retention of certain key employees of Netezza may be difficult; IBM and Netezza are subject to
intense competition and increased competition is expected in the future; Netezzas dependence on a
single product family for nearly all of its revenue; fluctuations in foreign currencies could
result in transaction losses and increased expenses; the volatility of the international
marketplace; and the other factors described in IBMs Annual Report on Form 10-K for the fiscal
year ended December 31, 2009 and in its most recent quarterly report filed with the SEC, and
Netezzas Annual Report on Form 10-K for the fiscal year ended January 31, 2010 and in its most
recent quarterly report filed with the SEC. IBM and Netezza assume no obligation to update the
information in this communication, except as otherwise required by law. Readers are cautioned not
to place undue reliance on these forward-looking statements that speak only as of the date hereof.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of Netezza by IBM. In connection with the proposed acquisition, Netezza intends to file relevant
materials with the SEC, including Netezzas proxy statement in preliminary and definitive form.
SHAREHOLDERS OF NETEZZA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
NETEZZAS DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of
charge at the SECs web site, http://www.sec.gov. Documents will also be available for free from
Netezza by contacting Netezzas Investor Relations at 508-382-8200 or ir@netezza.com. Such
documents are not currently available.
Participants in Solicitation
IBM and its directors and executive officers, and Netezza and its directors and executive officers,
may be deemed to be participants in the solicitation of proxies from the holders of Netezza common
stock in respect of the proposed transaction. Information about the directors and executive
officers of IBM is set forth in the proxy statement for IBMs 2010 Annual Meeting of Stockholders,
which was filed with the SEC on March 8, 2010. Information about the directors and executive
officers of Netezza is set forth in the proxy statement for Netezzas 2010 Annual Meeting of
Stockholders, which was filed with the SEC on May 7, 2010. As of September 16, 2010, Netezzas
directors and executive officers beneficially owned approximately 3,851,497 shares of Netezza
common stock, or 5.9% of the outstanding shares of Netezza common stock as of such date. In
addition, certain of Netezzas executive officers have entered into employment or transition
arrangements with IBM, which will become effective as of the closing of the Merger. Investors may
obtain additional information regarding the interest of such participants by reading the definitive
proxy statement regarding the acquisition when it becomes available.
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