Broadbase Signs Definitive Agreement to Acquire Panop.com

MENLO PARK, Calif., July 7 /PRNewswire/ -- Broadbase Software, Inc., (Nasdaq: BBSW), a leading provider of e-commerce analytic and marketing infrastructure applications, today announced that it has entered into a definitive agreement to acquire privately-held Panop.com, Inc., developers of state of the art real-time interaction technology.

Based in Palo Alto, California, Panop.com's real-time recommendation engine produces context-sensitive, personalized recommendations across web, WAP devices, e-mail and call center interaction points. Panop.com extends Broadbase's rich analytic platform with the ability to dynamically recommend and serve appropriate content or products in real time.

"Companies are challenged in implementing e-commerce systems that will optimize customer interactions by presenting relevant offers driven by sophisticated analytics," said Mark Smith, Program Director at META Group. "By acquiring and integrating real-time personalization and recommendation technology, Broadbase will enable companies to maximize customer profitability and relationships."

"We've been looking for a long time for a company with modern recommendation architecture and standards based technology. Panop.com is the first company to accomplish both of these, so I'm incredibly excited to be able to integrate Panop.com into our product offering," said Chuck Bay, CEO of Broadbase Software. Adds Brian Kelly, Broadbase EVP Product Strategy, "Their PhD scientists have truly developed a next generation system, employing patent-pending machine learning algorithms and a state of the art Enterprise Java Bean architecture, that promises to make Panop.com's system the most accurate and scalable solution available. This addition rapidly accelerates our enterprise customer interaction strategy."

"We're thrilled to become part of the product momentum at Broadbase," said Stanley Kim, CEO of Panop.com. "We've looked at several services based companies as well, but the fit is much better with a product company. We designed and architected this system for very fast implementation and rapid adoption by business users. As a productized solution, we can insulate the complexities of real time personalization so business users can gain immense value very quickly."

Under terms of the definitive agreement, Broadbase will issue approximately 3.18 million shares of Broadbase common stock, options and warrants to purchase shares of Broadbase common stock in exchange for all securities of Panop.com outstanding as of the date of the agreement. The transaction will be accounted for as a purchase. The acquisition is subject to receiving approval of Panop.com shareholders, any necessary regulatory approvals and other customary closing conditions. Upon completing the transaction, Broadbase estimates that it will have approximately 300 employees. The transaction is estimated to close by the end of September, 2000.

About Panop.com

Based in Palo Alto, California, Panop.com, Inc. develops real time recommendation technology and software to offer the right product to the right person at the right time. Panop.com's merchandising engine is purpose-built to meet the market requirements of premiere e-commerce companies.

About Broadbase

Broadbase Software is the leading provider of customer-focused analytic and marketing automation applications that analyze customer data from multiple touch points, and use that information to execute marketing campaigns, improve online merchandizing and content, increase site stickiness and personalize all customer interactions. Broadbase applications are designed for rapid time to value and have been implemented in as few as fifteen days. Broadbase has provided critical e-commerce infrastructure to more than 200 customers, including ADP, BEA Systems, Cisco Systems, Fidelity Investments, Hewlett-Packard, InsWeb, Kodak, LoanCity.com, Mercata.com, Onvia.com, The Sharper Image and United Airlines. Headquartered in Menlo Park, CA, Broadbase has a rapidly growing global presence with locations throughout North America, Europe and Asia.

NOTE: Broadbase is a trademark of Broadbase Software, Inc. All other product and company names may be trademarks of their respective companies.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995:

Information in this release that involves Broadbase's expectations, beliefs, hopes, plans, intentions or strategies regarding the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risk and uncertainties. All forward-looking statements included in this release are based upon information available to Broadbase as of the date of this release, and Broadbase assumes no obligation to update any such forward-looking statement. These statements are not guarantees of future performance and actual results could differ materially from Broadbase's current expectations. Factors which could cause or contribute to such differences include, but are not limited to, risks relating to obtaining regulatory approval and satisfying all other closing conditions, integrating Broadbase and Panop.com, risks involved in retaining and motivating key personnel and difficulties in obtaining any of the expected benefits of the combination. These and other factors and risks associated with Broadbase's business are discussed in Broadbase's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2000. Information contained on the Broadbase and Panop.com web sites does not constitute part of this press release.

SOURCE Broadbase Software, Inc.

[New York Times: COMPANY NEWS; BROADBASE SOFTWARE AGREES TO PURCHASE PANOP.COM]

[WSJ: Broadbase Agrees to Acquire Panop for About $108 Million]