Filed Pursuant to Rule 425
Filing Person: Saba Software, Inc.
Commission File No.: 000-30221
Subject Company: Centra Software, Inc.
Commission File No.: 000-27861
Saba Centra Briefing
October 10 11, 2005
Bobby Yazdani
Chairman and CEO, Saba
Leon Navickas
Chairman and CEO, Centra
Safe Harbor Statement
Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements regarding the creation of the worlds #1 enterprise learning software solution provider, creating the first company to provide a complete enterprise learning solution, the size of the market for comprehensive enterprise learning applications software, opportunities in the SMB market, sustainable growth and profits, benefits of the combination of Saba and Centra, pro forma operating projections, customers of the combined company, headcount and experience of combined employees, the anticipated revenue run rate of $100 million, ownership of the combined company, combined annual revenue of over $100 million, combined recurring revenue of over $45 million, projected cost savings, timing of closing, and the time the transaction expects to be accretive.
2 © 2005 Saba Software, Inc. All rights reserved.
Safe Harbor Statement
Forward-Looking Statements (continued)
These forward-looking statements involve important factors that could cause our actual results to differ materially from those in the forward-looking statements. Such important factors involve risks and uncertainties including, but not limited to, the possibility that the market for the sale of certain products and services may not develop as expected; the possibility that the transaction does not close; unanticipated delays and difficulties in obtaining regulatory approvals necessary to close the transaction; the possibility that the parties will be unable to successfully execute their integration strategies or achieve planned synergies; the possibility that prior to the closing of the transaction, the businesses of both Saba and Centra suffer due to customer uncertainty; unanticipated delays and difficulties in the integration of the two companies technologies; unanticipated costs related to the transaction and the integration of the two companies; and other risks that are described in Sabas and Centras Securities and Exchange Commission (SEC) reports including, but not limited to, Sabas Annual Report on Form 10-K for the fiscal year ended May 31, 2005 and Centras Annual Report on Form 10-K for the year ended December 31, 2004 and Form 10-Q for the three months ended June 30, 2005, and subsequently filed reports. Neither Saba nor Centra assumes any obligation, and does not intend, to update these forward-looking statements.
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© 2005 Saba Software, Inc. All rights reserved. |
Details of the Deal
Deal Value Per Centra Share: Combined Revenue Run Rate: Ownership of Combined Company: Expected Closing: $0.663 cash
.354 share of Saba stock
$100M [at close]
64% Saba 36% Centra
Q3 Saba FY 2006*
* Pending stockholder approval and other customary closing conditions
4 © 2005 Saba Software, Inc. All rights reserved.
What is the News?
Saba and Centra are Combining Businesses
The combination of Centra and Saba creates the worlds #1 enterprise learning software solution provider, with strong financial assets, more than 1100 enterprise learning customers and over 500 professionals.
- Bobby Yazdani
CEO & Chairman Saba
Saba and Centra are taking a long-term partnership one step further, combining the strengths of our two companies to provide something our customers have been asking fora complete enterprise learning software solution from one company.
- Leon Navickas
CEO and Chairman Centra
5 © 2005 Saba Software, Inc. All rights reserved.
From a Combination of Leaders +
Leader in Managed Learning
Leader in Collaborative Learning
= Leader of the Leaders in Enterprise Learning Software
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© 2005 Saba Software, Inc. All rights reserved. |
Saba & Centra: A Winning Combination
Together Saba and Centra:
1. Huge market for COMPREHENSIVE ENTERPRISE LEARNING applications software in the Global 5000
2. Create the LARGEST Enterprise Learning Software Company in the world with 1100+ active enterprise customers
3. Adjacent market opportunities in SMB MARKET with combination of integrated applications software delivered as service
4. Sustainable GROWTH and PROFITS based on synergies, scale, and operating leverage
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© 2005 Saba Software, Inc. All rights reserved. |
Results in Market Leadership and Financial Strength
#1 Enterprise Learning Software Solution Provider
Complementary Products: Managed Learning (Saba), Collaborative Learning (Centra)
1100+ Enterprise Customers
15 million users in 31 countries
51 of the Fortune 100
22% of the Fortune 500
42 joint customers
Financial Strength
Over $100M in combined annual revenue
Over $45M in combined recurring revenue
Projected cost savings of over $9M annually
Expected to be accretive immediately, on a non-GAAP basis
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© 2005 Saba Software, Inc. All rights reserved. |
Saba is the first to provide a complete Enterprise Learning Solution
Built in Virtual Classroom
LMS with Instructor-led Training
Self-paced Training eCommerce/ For Fee Training
Certification Management
Learning Content Management
Performance Support (EPSS)
Live Help/Support/Chat
Knowledge Sharing Tools
Governance & Content Services
Content Authoring Tools
Content Reselling
9 © 2005 Saba Software, Inc. All rights reserved.
Why Invest in Enterprise Learning?
APPLICATIONS
Provide Workforce Development
Roll out New Products through Sales and Partners
Roll out Enterprise Applications
Address Regulations or Compliance Requirements
RESULT
Productivity
Revenue
Costs
Risk
JOINT CUSTOMER
SUCCESS
Redesigned new hire training saved $800 per new hire in hard costs and $1,000 in opportunity costs.
20% of all education orders for thousands of customers and partners in North America are online
Through a company-wide intranet, employees register for SAP implementation and other learning in 15 languages
Trained 700+ global employees on Sarbanes-Oxley Act regulations and created a continuous learning environment to remain current
Enterprise Learning solutions deliver bottom line results
10 © 2005 Saba Software, Inc. All rights reserved.
Complementary Customer Experience
Financial Services
Life Sciences
Public Sector
Manufacturing & Automotive
Communications
Services
High Technology
11 © 2005 Saba Software, Inc. All rights reserved.
Global Presence
Unmatched Experience
18 years of combined experience
> 500 experienced employees in five continents
> 200 R&D professionals
> 180 Professional Services staff
Customer Commitment
No Changes to Support No Changes to ASP/Hosting
No Changes to Customer Communities (RUGs) Combined User Conference
Foundation to build long-term Roadmap
12 © 2005 Saba Software, Inc. All rights reserved.
Pro Forma Operating Projections
Percent of Total Revenue
License On Demand Maintenance Professional Services
Gross Margin
License On Demand Maintenance Professional Services
Total
Operating Expense as % of Revenue
Sales and Marketing Research and Development General and Administrative
EBITDA Margin
Fiscal Year Ending
May 31, 2007
30%35% 10%15% 27%32% 23%27%
93%97% 60%65% 80%85% 35%40% 70%75%
30%35% 15%20% 7%12%
10%15%
May 31, 2008
30%35% 12%17% 27%32% 20%25%
93%97% 60%65% 80%85% 35%40% 70%75%
27%32% 15%20% 7%12%
15%20%
13 © 2005 Saba Software, Inc. All rights reserved.
Cost Savings
Pre-Deal
Duplicate efforts
Public company costs
Selling and marketing
Services & Support
Product integration requirements
Post-Deal
Cost savings
Expense avoidance
Efficiencies from streamlining
Simplify operations and delivery
Better user experience; development efficiencies
Cost Savings = $8 to $10M
14 © 2005 Saba Software, Inc. All rights reserved.
Driving Market Transformation
Pre-Deal
Departmental Tools Tactical Projects Start-up company offerings
Enterprise standard
Integrated solution
Mission critical blended learning solution
Major vendor solution
15 © 2005 Saba Software, Inc. All rights reserved.
Additional Information and Where to Find It
Saba and Centra will file a joint proxy statement/prospectus with the SEC in connection with the proposed merger. Investors and security holders are urged to read the joint proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information regarding Saba, Centra, the proposed merger, the persons soliciting proxies in connection with the proposed merger on behalf of Saba and Centra and the interests of those persons in the proposed merger and related matters. Saba and Centra intend to mail the joint proxy statement/prospectus to their respective stockholders once such joint proxy statement/prospectus is declared effective by the SEC. Investors and security holders will be able to obtain a copy of the joint proxy statement/prospectus and other documents filed by Saba and Centra with the SEC free of charge at the website maintained by the SEC at http://www.sec.gov. In addition, documents filed with the SEC by Saba are available free of charge by contacting Saba Investor Relations, 2400 Bridge Parkway, Redwood Shores, California 94065, (650) 581-2500, and documents filed with the SEC by Centra are available free of charge by contacting Centra Investor Relations, 430 Bedford Street, Lexington, Massachusetts 02420, (781) 861-7000.
16 © 2005 Saba Software, Inc. All rights reserved.
Participants in Solicitation
Saba and Centra, and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Saba and Centra in connection with the proposed merger and related items. Information regarding the directors and executive officers of Saba and their ownership of Saba shares is set forth in the proxy statement for Sabas annual meeting of stockholders to be held November 3, 2005. Information regarding the directors and executive officers of Centra and their ownership of Centra stock is set forth in Centras proxy statement for Centras 2005 annual meeting of stockholders. Investors may obtain additional information regarding the interests of those participants by reading the joint proxy statement/prospectus when it becomes available.
17 © 2005 Saba Software, Inc. All rights reserved.