**Chordiant to Acquire PrimeResponse for $33 Million

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Chordiant Software Inc, Cupertino, CA, an e-business infrastructure software vendor, signed an agreement yesterday to acquire business-to-consumer marketing software company PrimeResponse Inc., Boston. The deal is valued at $33 million.


Under the terms of the agreement, each share of PrimeResponse will be traded for 0.6 of a share of Chordiant common stock. Chordiant said it expects to complete the transaction by early in the second quarter.


In the meantime, PrimeResponse said it will lay off an undisclosed number of staff members and restructure operations to improve operating margins and cut overall expenses. Several regional offices also will be closed, and PrimeResponse expects to recognize a one-time restructuring charge in the first quarter of 2001. Chordiant chairman/CEO Sam Spadafora will continue in his current positions, and a director designated by PrimeResponse would join Chordiant's board of directors.


Allen Swann, current president of international operations at PrimeResponse, will assume responsibility for its worldwide field operations. PrimeResponse has also accepted the resignations of Paul Lavallee, president of the Americas, and James Carling, chief technical officer, effective Jan. 12.


The combined company will have a global corporate structure with geographic coverage in the United States in Cambridge, MA, and Cupertino, CA, Chicago, New York, Lakewood, CO, and Irving, TX; in Europe in London, Paris, Amsterdam, Munich and Frankfurt; and in the Asia-Pacific region in Melbourne, Sydney and Singapore.


Chordiant Software's Unified CRM Solution gives companies the ability to recognize users and individuals, manage knowledge domains relevant to each individual's relationship with the company, and provide a single view of the customer across the enterprise. Chordiant's CRM infrastructure software supports a range of communications channels, including the Web, mobile devices, telephone, fax and e-mail.
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