Ventro Takes Nex Step

Company to acquire NexPrise

Mountain View, CA  July 16, 2001  Ventro Corp. announced today that it has signed a definitive agreement to acquire privately held NexPrise, Inc., a provider of collaborative commerce solutions located in Santa Clara, Calif.

NexPrise's products allow manufacturers, suppliers, customers and partners to collaborate on e-business processes such as product design and engineering; procurement and strategic sourcing; and program and project management. The NexPrise solutions are designed for rapid implementation within a customer's environment. Since its inception, NexPrise has built a base of customers including Boeing Rocketdyne, Sikorsky and Lockheed Martin.

Under the terms of the stock purchase agreement, the expected cost of the transaction will be approximately $27 million, inclusive of liabilities assumed and transaction costs. The net cash outlay to close the transaction should approximate $22 million. As part of the transaction, Ventro will assume NexPrise's obligations under existing option plans, which may result in the issuance of 3.3 million Ventro shares, and under a warrant with Covisint, LLC, which may result in the issuance of 2.4 million Ventro shares. The value of these projected share issuances is included in the $27 million cost. The boards of directors of both companies have approved the merger. The closing of the merger is subject to the approval of NexPrise's shareholders and other conditions, including the receipt of various consents. The parties expect the merger to close before the end of the third quarter. Operations will be consolidated in Ventro's Mountain View headquarters.

"The NexPrise acquisition is an important step in our evolution," said David Perry, CEO of Ventro. "We believe that collaborative commerce is the most interesting growth area in B2B e-commerce. This acquisition provides us with mature technology with which we can address the unmet need of customers in discrete and process manufacturing industries."

"We are very excited about this transaction," said Ted Drysdale, CEO of NexPrise and president of Ventro upon close of the transaction. "The combination of our innovative technologies, B2B thought leadership, and capabilities in procurement, workflow automation and design collaboration provide a significant opportunity to define and deliver the future of collaborative commerce."

Collaborative commerce solutions create efficiencies by automating the design and procurement processes among companies, their partners, and their suppliers. For discrete manufacturers, these solutions reduce time-to-market by optimizing the product development process, from concept to mass production. For process manufacturers, these solutions reduce time-to-operations of strategic construction and maintenance projects by optimizing the engineering design and procurement process.