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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

DEMANDTEC, INC.

(Name of Registrant as Specified In Its Charter)

              

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Common stock, par value $0.001 per share, of DemandTec, Inc.
 
    (2)   Aggregate number of securities to which transaction applies:
        33,751,758 shares of DemandTec common stock, 5,760,376 shares of DemandTec common stock underlying outstanding stock options and 1,998,272 shares of DemandTec common stock subject to settlement of restricted stock units, each outstanding as of December 15, 2011.
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        The filing fee was determined based on the sum of (a) 33,751,758 shares of DemandTec common stock multiplied by $13.20 per share; (b) 5,760,376 shares of DemandTec common stock underlying outstanding stock options with exercise prices less than $13.20 per share multiplied by $6.51 (which is the difference between $13.20 per share and the weighted average exercise price per share); and (c) 1,998,272 shares of DemandTec common stock subject to settlement of restricted stock units multiplied by $13.20 per share. The filing fee was determined by multiplying 0.00011460 by the sum of the preceding sentence.
 
    (4)   Proposed maximum aggregate value of transaction:
        $509,411,964.51
 
    (5)   Total fee paid:
        $58,378.61
 

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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LOGO

DEMANDTEC, INC.
One Franklin Parkway, Building 910
San Mateo, CA 94403

January 12, 2012

Dear Stockholder:

        You are cordially invited to attend a special meeting of stockholders of DemandTec, Inc. ("DemandTec") to be held on February 14, 2012, at 11:00 a.m., local time, at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 1200 Seaport Boulevard, Redwood City, California 94063.

        At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of December 7, 2011, by and among International Business Machines Corporation ("IBM"), Cudgee Acquisition Corp., a wholly-owned subsidiary of IBM, and DemandTec, as such agreement may be amended from time to time. Pursuant to the merger agreement, Cudgee Acquisition Corp. will merge with and into DemandTec and as a result, under Delaware law, DemandTec will become a wholly-owned subsidiary of IBM. We are also asking that you grant the authority to vote your shares in favor of adopting the merger, to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and to approve, on an advisory (non-binding) basis, certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.

        If the merger is completed, DemandTec stockholders will be entitled to receive $13.20 in cash, without interest and less any applicable withholding taxes, for each share of DemandTec common stock owned by them as of the date of the merger (unless they have properly and validly perfected their statutory rights of appraisal with respect to the merger).

        Our board of directors unanimously determined that the terms and conditions of the merger and the merger agreement are fair to and advisable and in the best interests of DemandTec and our stockholders. Accordingly, our board of directors has unanimously approved the merger agreement, the merger and the other transactions contemplated thereby, and unanimously recommends that you vote "FOR" the adoption of the merger agreement, "FOR" approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and "FOR" the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.

        Our board of directors considered a number of factors in evaluating the transaction and consulted with our legal and financial advisors. The enclosed proxy statement provides detailed information about the merger agreement and the merger. We encourage you to read this proxy statement carefully in its entirety.

        Your vote is very important, regardless of the number of shares you own.    The proposal to adopt the merger agreement must be approved by the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Therefore, if you do not return your proxy card in the mail, submit a proxy via the Internet or telephone or attend the special meeting and vote in person, then your decision not to respond will have the same effect as if you voted "AGAINST" adoption of the merger agreement. Failure to vote and abstentions will have no effect on the


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adjournment proposal or the proposal regarding "golden parachute" compensation. Only stockholders who owned shares of DemandTec common stock at the close of business on January 9, 2012, the record date for the special meeting, will be entitled to vote at the special meeting. To vote your shares, you may return your proxy card, submit a proxy via the Internet or telephone or attend the special meeting and vote in person. Even if you plan to attend the meeting, we urge you to promptly submit a proxy for your shares via the Internet or telephone or by completing, signing, dating and returning the enclosed proxy card.

        If you sign, date and return your proxy card or submit a proxy via the Internet or telephone without indicating how you wish to vote, your proxy will be voted "FOR" the adoption of the merger agreement, "FOR" the adjournment of the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and "FOR" the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable. If you fail to submit a proxy, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person.

        Thank you for your continued support of DemandTec.

    Sincerely,

 

 


GRAPHIC
    DANIEL R. FISHBACK
President and Chief Executive Officer

        This proxy statement is dated January 12, 2012 and is first being mailed to stockholders of DemandTec on or about January 12, 2012.


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LOGO

DEMANDTEC, INC.
One Franklin Parkway, Building 910
San Mateo, CA 94403

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

To the Stockholders of DemandTec, Inc.:

        DemandTec, Inc., a Delaware corporation ("DemandTec"), will hold a special meeting of stockholders at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 1200 Seaport Boulevard, Redwood City, California 94063, at 11:00 a.m., local time, on February 14, 2012, for the following purposes:

        Only record holders of DemandTec common stock at the close of business on January 9, 2012 are entitled to receive notice of, and will be entitled to vote at, the special meeting, including any adjournments or postponements of the special meeting. Your vote is important, regardless of the number of shares of DemandTec's common stock you own. The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting is required to adopt the merger agreement, and the affirmative vote of the holders of a majority in voting power of the shares of our common stock present or represented by proxy at the special meeting and casting a vote for or against such matters is required to approve both the proposal to adjourn the special meeting and the proposal to approve certain "golden parachute" compensation, provided that a quorum is present. In the event that a quorum is not present in person or represented by proxy at the special meeting, it is expected that the special meeting will be adjourned by the chairman of the meeting to solicit additional proxies.

        Under Delaware law, if the merger is completed, holders of DemandTec common stock who do not vote in favor of adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery. In order to exercise your appraisal rights, you must (i) submit a written demand for an appraisal of your shares prior to the stockholder vote on the merger agreement, (ii) not vote in favor of adoption of the merger agreement and (iii) comply with other Delaware law procedures explained in the accompanying proxy statement. See "The Merger—Appraisal Rights" beginning on page 50 of the proxy statement and Annex C to the proxy statement.

        You are cordially invited to attend the special meeting in person. Whether or not you expect to attend the special meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the special meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still


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vote in person if you attend the special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the special meeting, you must obtain a proxy issued in your name from that record holder.

        If you sign, date and return your proxy card or submit a proxy via the Internet or telephone without indicating how you wish to vote, your proxy will be voted "FOR" the adoption of the merger agreement, "FOR" the adjournment of the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and "FOR" the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable. If you fail to return your proxy card and do not submit your proxy via the Internet or by telephone, your shares will effectively be counted as a vote against adoption of the merger agreement, will not be counted for purposes of determining whether a quorum is present at the special meeting and will have no effect on either (i) the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to permit solicitations of additional proxies or (ii) approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable, if a quorum is present. If you do attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person. You may revoke your proxy in the manner described in the enclosed proxy statement at any time before it has been voted at the special meeting.

        Our board of directors unanimously recommends that you vote "FOR" adoption of the merger agreement, "FOR" adjournment of the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and "FOR" the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.

        The merger is described in the accompanying proxy statement, which we urge you to read carefully. A copy of the merger agreement is attached as Annex A to the proxy statement.

    By Order of the Board of Directors,

 

 


GRAPHIC

 

 

MICHAEL J. MCADAM
General Counsel and Corporate Secretary

San Mateo, California
January 12, 2012


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YOUR VOTE IS IMPORTANT.

        Whether or not you expect to attend the special meeting, please complete, date, sign and return the enclosed proxy card, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the special meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the special meeting, you must obtain a proxy issued in your name from that record holder.


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DEMANDTEC, INC.

SPECIAL MEETING OF STOCKHOLDERS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

    iii  

The Special Meeting

    iii  

The Proposed Merger

    iv  

Voting and Proxy Procedures

    vi  

FORWARD-LOOKING INFORMATION

    1  

SUMMARY

    2  

The Companies

    2  

Merger Consideration

    3  

Treatment of Stock Options, Restricted Stock Units and Purchase Rights

    3  

Market Prices and Dividend Data

    4  

Material United States Federal Income Tax Consequences of the Merger

    4  

Recommendation of DemandTec's Board of Directors and Reasons for the Merger

    5  

Opinion of DemandTec's Financial Advisor

    5  

The Special Meeting of DemandTec's Stockholders

    6  

Interests of DemandTec's Executive Officers and Directors in the Merger

    6  

Legal Proceeding Regarding the Merger

    9  

Conditions to the Closing of the Merger

    9  

No Solicitation of Acquisition Proposals by DemandTec

    10  

Termination of the Merger Agreement

    11  

Termination Fee and Expenses

    12  

Regulatory Matters

    13  

Appraisal Rights

    13  

MARKET PRICES AND DIVIDEND DATA

    14  

Dividends

    14  

THE SPECIAL MEETING

    14  

Date, Time and Place

    14  

Purpose of the Special Meeting

    15  

Record Date; Shares Entitled to Vote; Quorum

    15  

Vote Required

    15  

Voting by DemandTec Directors and Executive Officers

    15  

Voting of Proxies

    16  

Revocability of Proxies

    16  

Board of Directors' Recommendations

    17  

Abstentions and Broker Non-Votes

    17  

Solicitation of Proxies

    17  

Stockholder List

    18  

THE COMPANIES

    18  

DemandTec, Inc. 

    18  

International Business Machines Corporation

    18  

Cudgee Acquisition Corp. 

    18  

THE MERGER

    19  

Background to the Merger

    19  

Recommendation of DemandTec's Board of Directors and Reasons for the Merger

    26  

Opinion of DemandTec's Financial Advisor

    29  

Financial Forecasts

    39  

Interests of DemandTec's Executive Officers and Directors in the Merger

    40  

Legal Proceeding Regarding the Merger

    49  

Appraisal Rights

    50  

Treatment of Outstanding Stock Options

    53  

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Treatment of Outstanding Restricted Stock Units

    54  

Treatment of Purchase Rights under 2007 Employee Stock Purchase Plan

    55  

Effective Time of the Merger

    55  

Delisting and Deregistration of Our Common Stock

    55  

Material United States Federal Income Tax Consequences of the Merger

    55  

Regulatory Matters

    58  

THE MERGER AGREEMENT

    58  

The Merger

    59  

Effective Time; Closing

    59  

Merger Consideration

    59  

Treatment of Stock Options, Restricted Stock Units and Purchase Rights

    59  

Surrender of Stock Certificates; Payment of Merger Consideration; Lost Certificates

    61  

Directors and Officers

    62  

Representations and Warranties

    62  

Covenants

    66  

Stockholders Meeting

    71  

Efforts to Consummate the Merger; Regulatory Matters

    72  

Conditions to the Closing of the Merger

    73  

Termination of the Merger Agreement

    74  

Termination Fee and Expenses

    75  

Indemnification and Insurance

    76  

Additional Agreements

    76  

Extension, Waiver and Amendment of the Merger Agreement

    77  

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

    78  

ADJOURNMENT OF THE SPECIAL MEETING

    80  

ADVISORY VOTE REGARDING GOLDEN PARACHUTE COMPENSATION

    80  

OTHER MATTERS

    83  

HOUSEHOLDING OF PROXY STATEMENT

    83  

FUTURE STOCKHOLDER PROPOSALS

    84  

WHERE YOU CAN FIND MORE INFORMATION

    84  

MISCELLANEOUS

    84  

 

Annex A—Agreement and Plan of Merger

       

Annex B—Opinion of Union Square Advisors LLC

       

Annex C—Section 262 of the General Corporation Law of the State of Delaware

       

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following Q&A is intended to address some commonly asked questions regarding the special meeting of stockholders and the merger. These questions and answers may not address all questions that may be important to you as a DemandTec stockholder. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement.

        Except as otherwise specifically noted in this proxy statement, "we," "our," "us" and similar words in this proxy statement refer to DemandTec, Inc. In addition, throughout this proxy statement, we refer to DemandTec, Inc., as "DemandTec," to Cudgee Acquisition Corp. as "merger sub" and to International Business Machines Corporation as "IBM."


The Special Meeting

Q:    Why am I receiving this proxy statement?

A:
Our board of directors is furnishing this proxy statement in connection with the solicitation of proxies to be voted at a special meeting of our stockholders, or at any adjournments or postponements of the special meeting, at which our stockholders will be asked to vote to adopt the merger agreement that we describe herein.

Q:    Where and when is the special meeting of stockholders?

        

A:
The special meeting of our stockholders will be held on February 14, 2012 at 11:00 a.m., local time, at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 1200 Seaport Boulevard, Redwood City, California 94063.

Q:    What am I being asked to vote on?

A:
You are being asked to grant to the proxies identified in the enclosed proxy card authority to vote to adopt a merger agreement that provides for the acquisition of DemandTec by IBM. The proposed acquisition would be accomplished through a merger of Cudgee Acquisition Corp., a wholly-owned subsidiary of IBM, which we refer to as merger sub, with and into DemandTec. As a result of the merger, we will become a wholly-owned subsidiary of IBM, and our common stock will cease to be listed on The NASDAQ Global Market, will not be publicly traded and will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to in this proxy statement as the Securities Exchange Act.

Q:    How does DemandTec's board recommend that I vote?

A:
At a meeting held on December 6, 2011, our board of directors unanimously approved the merger agreement and determined that the merger agreement and the terms and conditions of the merger

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The Proposed Merger

Q:    What will I be entitled to receive pursuant to the merger?

A:
As a result of the merger, our stockholders will be entitled to receive $13.20 in cash, without interest and less any applicable withholding taxes, for each share of our common stock they own as of the date of the completion of the merger. For example, if you own 100 shares of our common stock, you will be entitled to receive $1,320 in cash, without interest, less any applicable withholding taxes, in exchange for your 100 shares upon the completion of the merger. You will not own shares in the surviving corporation.

Q:    What regulatory approvals and filings are needed to complete the merger?

A:
The merger is subject to compliance with the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and clearance under the antitrust laws of various foreign jurisdictions. See "The Merger—Regulatory Matters" beginning on page 58.

Q:    When do you expect the merger to be completed?

A:
We are working toward completing the merger as quickly as possible and currently expect to consummate the merger in the first quarter of calendar year 2012. In addition to obtaining stockholder approval, we must satisfy all other closing conditions, including the receipt of regulatory approvals.

Q:    What rights do I have if I oppose the merger?

        

A:
Stockholders of record as of the record date are entitled to appraisal rights under Delaware law by following the procedures and satisfying the requirements specified in Section 262 of the General Corporation Law of the State of Delaware. A copy of Section 262 is attached as Annex C to this proxy statement. See "The Merger—Appraisal Rights" beginning on page 50.

Q:    What will happen to outstanding DemandTec equity compensation awards in the merger?

A:
At the effective time of the merger:

each unexercised and outstanding option to acquire shares of our common stock to the extent (i) vested (or vesting in connection with the merger), (ii) held by any of our or our subsidiaries' non-employee directors, consultants or independent contractors (other than certain unvested options described in the following bullet) or (iii) such option has an exercise price per share greater than or equal to the merger consideration of $13.20 per share will be cancelled and will be converted into the right of the holder thereof to receive an amount in cash as described below in "—Treatment of Outstanding Stock Options" beginning on page 53;

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Q:    Will the merger be taxable to me?

A:
The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder will recognize gain or loss equal to the difference between the amount of cash received by the stockholder in the merger and the stockholder's adjusted tax basis in the shares of our common stock converted into cash in the merger. If you are a non-U.S. holder, the merger will generally

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Voting and Proxy Procedures

Q:    Who is entitled to vote at the special meeting?

        

A:
Only stockholders of record as of the close of business on January 9, 2012 are entitled to receive notice of the special meeting and to vote the shares of our common stock that they held at that time at the special meeting or at any adjournments or postponements of the special meeting.

Q:    What vote is required to adopt the merger agreement?

A:
Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting.

Q:    What vote is required to adjourn the special meeting to a later date, if necessary or appropriate, in order to solicit additional proxies from our stockholders in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting?

A:
Approval of the proposal to adjourn the special meeting to a later date, if necessary or appropriate, in order to solicit additional proxies from our stockholders in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting requires the affirmative vote of the holders of a majority in voting power of the shares of our common stock present or represented by proxy at the special meeting and casting a vote for or against such matter, provided that a quorum is present. In the event that a quorum is not present in person or represented by proxy at the special meeting, it is expected that the special meeting will be adjourned by the chairman of the meeting to solicit additional proxies.

Q:    What vote is required to approve the non-binding proposal regarding the "golden parachute" compensation that the named executive officers of DemandTec will or may receive in connection with the merger?

A:
Approval of the non-binding proposal regarding the "golden parachute" compensation that the named executive officers of the Company will or may receive in connection with the merger requires the affirmative vote of the holders of a majority in voting power of the shares of our common stock present or represented by proxy at the special meeting and casting a vote for or against such matter, provided that a quorum is present. In the event that a quorum is not present in person or represented by proxy at the special meeting, it is expected that the special meeting will be adjourned by the chairman of the meeting to solicit additional proxies.

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Q:    Why am I being asked to cast a non-binding, advisory vote to approve the "golden parachute" compensation that the named executive officers of DemandTec will or may receive in connection with the merger?

A:
Section 14A of the Securities Exchange Act requires us to conduct an advisory (non-binding) vote with respect to certain "golden parachute" compensation that may be paid or become payable made to DemandTec's named executive officers in connection with the merger, and the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.

Q:    What will happen if our stockholders do not approve the "golden parachute" compensation at the special meeting?

A:
Approval of the "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger is a vote separate and apart from the vote to adopt the merger agreement and is not a condition to completion of the merger. The vote with respect to the "golden parachute" compensation is an advisory vote and will not be binding on DemandTec or IBM. Therefore, if the merger is approved by our stockholders and completed, the "golden parachute" compensation will be paid to the named executive officers if and when due, regardless of the outcome of the advisory vote on "golden parachute" compensation.

Q:    If my broker holds my shares in "street name," will my broker vote my shares for me?

A:
No. Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares following the procedure provided by your broker. Without instructions, your shares will not be voted, which will have the same effect as if you voted "AGAINST" the adoption of the merger agreement but will have no effect on either (i) the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to permit solicitations of additional proxies or (ii) approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.

Q:    What do I need to do now?

A:
We urge you to read this proxy statement carefully and consider how the merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible, or submit a proxy via the Internet or telephone, so that your shares can be voted at the special meeting of our stockholders. If you hold your shares of our common stock in "street name," follow the instructions you receive from your broker or bank. Please do not send your stock certificates with your proxy card.

Q:    May I vote in person?

A:
Yes. If your shares are registered in your name, you may attend the special meeting and vote your shares in person, rather than signing and returning your proxy card or submitting a proxy via the Internet or telephone. If your shares are held in "street name," you must obtain a proxy from your broker or other nominee in order to attend the special meeting and vote in person. Even if you plan to attend the special meeting in person, we urge you to complete, sign, date and return the enclosed proxy card or submit a proxy via the Internet or telephone to ensure that your shares will be represented at the special meeting.

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Q:    How do I vote my shares of common stock? May I submit a proxy via the Internet or telephone?

        

A:
If your shares are registered in your name, you may cause your shares to be voted by returning a signed proxy card or vote in person at the special meeting. Additionally, you may submit a proxy authorizing the voting of your shares via the Internet at www.eproxy.com/dman or telephonically by calling 1-800-560-1965. You must have the enclosed proxy card available and follow the instructions on the proxy card in order to submit a proxy via the Internet or telephone.

Q:    What happens if I do not return my proxy card, submit a proxy via the Internet or telephone or attend the special meeting and vote in person?

A:
The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Therefore, if you do not return your proxy card, submit a proxy via the Internet or telephone, or attend the special meeting and vote in person, it will have the same effect as if you voted "AGAINST" the adoption of the merger agreement. In the event that a quorum is not present in person or represented by proxy at the special meeting, it is expected that the special meeting will be adjourned by the chairman of the meeting to solicit additional proxies. If a quorum is present in person or represented by proxy at the special meeting, approval of (i) the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and (ii) the proposal regarding "golden parachute" compensation require the affirmative vote of the holders of a majority in voting power of the shares of our common stock present or represented by proxy at the special meeting and casting a vote for or against such matters and, therefore, if you do not vote in person or by proxy, it will have no effect on the outcome of such proposals.

Q:    May I change my vote after I have mailed my signed proxy card or delivered a proxy via the Internet or telephone?

A:
Yes. You may change your vote at any time before your proxy card is voted at the special meeting. If you have sent a proxy directly to DemandTec, you may revoke your proxy by:

delivering a written revocation of the proxy or a later dated, signed proxy card, to our Corporate Secretary at our corporate offices at DemandTec, Inc., One Franklin Parkway, Building 910, San Mateo, California 94403, on or before the business day prior to the special meeting;

delivering a new, later dated proxy by telephone or via the Internet on or before the business day prior to the special meeting;

delivering a written revocation or a later dated, signed proxy card to us at the special meeting prior to the taking of the vote on the matters to be considered at the special meeting; or

attending the special meeting and voting in person.

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Q:    What should I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return (or submit via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive.

Q:    What happens if I sell or otherwise transfer my shares of DemandTec common stock before the special meeting?

A:
The record date for the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of our common stock after the record date but before the special meeting, you will retain your right to vote at the special meeting but will transfer the right to receive the merger consideration and lose the right to seek appraisal. Even if you sell or otherwise transfer your shares of our common stock after the record date, we urge you to complete, sign, date and return the enclosed proxy or submit your proxy via the Internet or telephone.

Q:    Should I send in my stock certificates now?

A:
No. After the merger is completed, you will receive written instructions for exchanging your shares of our common stock for the merger consideration of $13.20 in cash, without interest and less any applicable withholding taxes, for each share of our common stock you hold.

Q:    Who can help answer my questions?

A:
If you would like additional copies, without charge, of this proxy statement or if you have questions about the merger, including the procedures for voting your shares, you should contact:

        Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosures in this proxy statement. Any representation to the contrary is a criminal offense.

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FORWARD-LOOKING INFORMATION

        This proxy statement contains "forward-looking statements," as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act that are based on our current expectations, assumptions, beliefs, estimates and projections about our company and our industry. The forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "plan," "project," "should," "could" and similar expressions. Factors that may affect those forward-looking statements include, among other things:

        We caution you that reliance on any forward-looking statement involves risks and uncertainties and that, although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions could be incorrect. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

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SUMMARY

        This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. See "Where You Can Find More Information" on page 84. The merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document governing the merger. Each item in this summary references another section of this proxy statement with more detailed disclosure about that item.


The Companies (page 18)

DemandTec, Inc.
Attn: Investor Relations
One Franklin Parkway, Building 910
San Mateo, CA 94403
Telephone: (650) 645-7103

        DemandTec, Inc., was incorporated in Delaware on November 1, 1999. We provide a collaborative optimization network of software services connecting retail and consumer products, or CP, companies, enabling them to define category, brand, and shopper marketing strategies based on a scientific understanding of consumer behavior and make actionable pricing, promotion, assortment, space, and other merchandising and marketing decisions to achieve their revenue, profitability, sales volume, and customer loyalty objectives. We provide our applications by means of a software-as-a-service, or SaaS, model, which allows us to capture and analyze the most recent retailer and market-level data, enhance our software services rapidly to address our customers' ever-changing merchandising and marketing needs, and connect retailers and CP companies online to enable improved, more collaborative business processes between trading partners. We are headquartered in San Mateo, California, with additional sales presence in North America, Europe, and South America, and research and development personnel in India, China, and Russia.

International Business Machines Corporation
New Orchard Road
Armonk, New York 10504
Telephone: (914) 499-1900

        IBM, a New York corporation, creates business value for clients and solves business problems through integrated solutions that leverage information technology and deep knowledge of business processes. IBM solutions typically create value by reducing a client's operational costs or by enabling new capabilities that generate revenue. These solutions draw from an industry leading portfolio of consulting, delivery and implementation services, enterprise software, systems and financing.

Cudgee Acquisition Corp.
New Orchard Road
Armonk, New York 10504
Telephone: (914) 499-1900

        Cudgee Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of IBM, was organized solely for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Cudgee Acquisition Corp. has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement. Upon consummation of the merger, Cudgee Acquisition Corp. will cease to exist, and DemandTec will continue as the surviving corporation.

 

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Merger Consideration (page 59)

        If the merger is completed, you will be entitled to receive $13.20 in cash, without interest and less any applicable withholding taxes, in exchange for each share of DemandTec common stock that you own immediately prior to the effective time of the merger and for which you have not properly exercised appraisal rights.

        After the merger is completed, you will have the right to receive the merger consideration, but you will no longer have any rights as a DemandTec stockholder as a result of the merger. DemandTec stockholders will receive the merger consideration in exchange for their DemandTec common stock in accordance with the instructions contained in the letter of transmittal to be sent to holders of DemandTec common stock as soon as reasonably practicable after the closing of the merger, unless the DemandTec stockholder has properly demanded appraisal of its shares.


Treatment of Stock Options, Restricted Stock Units and Purchase Rights (page 59)

Stock Options

        Cash-Out Options.    Each unexercised and outstanding option to acquire shares of our common stock to the extent (i) vested (or vesting in connection with the merger), (ii) held by any of our or our subsidiaries' non-employee directors, consultants or independent contractors (other than certain unvested options described in the following paragraph) or (iii) such option has an exercise price per share greater than or equal to the merger consideration of $13.20 per share will be cancelled at the effective time of the merger and will be converted into the right of the holder thereof to receive, in consideration for such cancellation, an amount in cash, without interest and less any applicable withholding taxes, payable at or as soon as practicable following the effective time of the merger, equal to the product of the number of shares of our common stock that are subject to such option, and the excess, if any, of the merger consideration of $13.20 per share over the exercise price per share of the common stock subject to such option.

        Specified Stock Options.    Each outstanding option to acquire shares of our common stock that is unvested, held by certain of our or our subsidiaries' consultants or independent contractors and that has an exercise price per share less than the per share merger consideration of $13.20 will be cancelled at the effective time of the merger. IBM will pay each holder of such an option an amount in cash as described in the preceding paragraph, paid in accordance with the vesting schedule of such options.

        Rollover Options.    Each outstanding option to acquire shares of our common stock that will not be cancelled in the manner described in the preceding two paragraphs will be converted into an option to acquire, on substantially the same terms and conditions as were applicable to such option prior to the effective time of the merger, the number of shares of IBM's common stock equal to the product of the number of shares of our common stock that are subject to such option and the exchange ratio (which will be determined in accordance with the merger agreement) rounded down to the nearest whole share of IBM's common stock. The exercise price per share of IBM's common stock as of immediately following such conversion will be equal to the per share exercise price for the shares of our common stock purchasable pursuant to such option prior to the effective time of the merger divided by the exchange ratio, rounded up to the nearest whole cent.

Restricted Stock Units

        Cash-Out RSUs.    Each outstanding and unsettled RSU to the extent (i) vested (or vesting in connection with the merger) or (ii) held by any of our or our subsidiaries' non-employee directors, consultants or independent contractors (other than certain unvested RSUs described in the following paragraph) will be cancelled at the effective time of the merger and will be converted into the right of the holder thereof to receive in consideration for such cancellation an amount in cash, without interest

 

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and less any applicable withholding taxes, payable at or as soon as practicable following the effective time of the merger, equal to the product of the number of shares of our common stock that are subject to such RSU and the merger consideration of $13.20 per share.

        Specified RSUs.    Each outstanding RSU that is unvested and held by certain of our or our subsidiaries' consultants or independent contractors will be cancelled at the effective time of the merger. IBM will pay each holder of such an RSU an amount in cash as described in the prior paragraph, paid in accordance with the vesting schedule of such RSUs.

        Rollover RSUs.    Each outstanding RSU that will not be cancelled in the manner described in the preceding two paragraphs will be converted at the effective time of the merger into an RSU, subject to substantially the same terms and conditions as were applicable to the RSU prior to the effective time of the merger, with respect to a number of shares of IBM's common stock equal to the product of the number of shares of our common stock underlying the RSU prior to the effective time of the merger and the exchange ratio (which will be determined in accordance with the merger agreement) rounded down to the nearest whole share of IBM's common stock. If an RSU is subject to performance-based vesting conditions for which the performance period is scheduled to end following the effective time of the merger, the number of shares of IBM's common stock underlying the converted IBM RSU will be determined based on the assumption that the performance conditions applicable to such RSU were met at 100% of target performance, and each such RSU will vest, following the effective time of the merger, solely on the basis of the service-based vesting conditions applicable to such RSU.

Treatment of Purchase Rights under 2007 Employee Stock Purchase Plan

        If the effective time of the merger is on or prior to April 13, 2012 (the last trading day of the current offering period under the ESPP), the ESPP and the offering period in progress will terminate on the last trading day prior to the effective time of the merger after the exercise of outstanding purchase rights at a purchase price equal to 85% of the lesser of (a) the closing price on the NASDAQ Global Market of a share of our common stock on October 15, 2011 (the last trading day before the current offering period began) and (b) the closing price on the NASDAQ Global Market of a share of our common stock on the last trading day before the effective time of the merger. If the merger occurs after April 13, 2012, all purchase rights under the ESPP will be exercised in accordance with the ESPP on April 13, 2012 and the ESPP will be suspended for future offering periods as of such date.


Market Prices and Dividend Data (page 14)

        Our common stock is listed on The NASDAQ Global Market under the symbol "DMAN." On December 7, 2011, the last full trading day before the public announcement of the merger, the closing price for our common stock was $8.43 per share, and on January 9, 2012, the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock was $13.15 per share.

        We did not declare or pay any cash dividends on our common stock during the three most recent fiscal years.


Material United States Federal Income Tax Consequences of the Merger (page 55)

        The conversion of shares of our common stock into the right to receive $13.20 per share of cash merger consideration will be a taxable transaction to our stockholders for U.S. federal income tax purposes. See "The Merger—Material United States Federal Income Tax Consequences of the Merger" beginning on page 55.

 

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        Tax matters can be complicated, and the tax consequences of the merger to you will depend on the facts of your own situation. We strongly recommend that you consult your own tax advisor to fully understand the tax consequences of the merger to you.


Recommendation of DemandTec's Board of Directors and Reasons for the Merger (page 26)

        Our board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement, "FOR" the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and "FOR" the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable. At a meeting of our board of directors on December 6, 2011, after consultation with our financial and legal advisors, our board of directors unanimously determined that the merger agreement and the merger are fair to and advisable and in the best interests of DemandTec and its stockholders and unanimously approved the merger agreement.

        In the course of reaching its decision, our board of directors consulted with our senior management, financial advisor and legal counsel, reviewed a significant amount of information and considered a number of factors. For a discussion of the factors considered by our board of directors in reaching its decision to approve the merger agreement and recommend that our stockholders adopt the merger agreement, see "The Merger—Recommendation of DemandTec's Board of Directors and Reasons for the Merger" beginning on page 26.


Opinion of DemandTec's Financial Advisor (page 29 and Annex B)

        In connection with the merger, Union Square Advisors LLC, our company's financial advisor, which we refer to as USA, rendered to our company's board of directors its oral opinion, subsequently confirmed in writing, that as of December 6, 2011, and based upon and subject to the various assumptions, procedures, factors, qualifications and limitations set forth in the written opinion, the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of USA, dated as of December 6, 2011, is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by USA in rendering its opinion. The summary of the opinion of USA in this proxy statement is qualified in its entirety by reference to the full text of the opinion. USA's opinion is directed to our board of directors and addresses only the fairness as of the date of the opinion, from a financial point of view, of the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement. USA's opinion does not constitute a recommendation to any holder of our common stock as to how to vote on the merger or any matter related to the merger.

        The full text of the written opinion of USA is attached to this proxy statement as Annex B. DemandTec encourages its stockholders to read USA's opinion carefully and in its entirety. For a further discussion of USA's opinion, see "The Merger—Opinion of DemandTec's Financial Advisor" beginning on page 29.

 

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The Special Meeting of DemandTec's Stockholders (page 14)

        Date, Time and Place.    A special meeting of our stockholders will be held on February 14, 2012, at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 1200 Seaport Boulevard, Redwood City, California 94063, at 11:00 a.m., local time, to consider and vote upon:

        Record Date and Voting Power.    You are entitled to vote at the special meeting if you owned shares of our common stock at the close of business on January 9, 2012, the record date for the special meeting. You will have one vote at the special meeting for each share of our common stock you owned at the close of business on the record date. There are 33,855,843 shares of our common stock outstanding and entitled to be voted at the special meeting.

        Quorum.    A quorum of stockholders is necessary to hold a valid special meeting. Under our by-laws, a quorum is present at the special meeting if the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote at the meeting are present in person or represented by proxy.

        Required Vote.    The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of our common stock outstanding and entitled to vote at the close of business on the record date. Approval of (i) the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and (ii) the proposal with respect the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable, require the affirmative vote of the holders of a majority in voting power of the shares of our common stock present or represented by proxy at the special meeting and casting a vote for or against such matters, provided that a quorum is present. In the event that a quorum is not present in person or represented by proxy at the special meeting, it is expected that the special meeting will be adjourned by the chairman of the meeting to solicit additional proxies.


Interests of DemandTec's Executive Officers and Directors in the Merger (page 40)

        When considering the recommendation of DemandTec's board of directors, you should be aware that members of DemandTec's board of directors and DemandTec's executive officers have interests in the merger in addition to their interests as DemandTec stockholders generally, as described below. These interests may be different from, or in conflict with, your interests as DemandTec stockholders. The members of our board of directors were aware of these additional interests, and considered them, when they approved the merger agreement.

 

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        Pursuant to the terms of the agreements evidencing stock options and RSUs awarded to our non-employee directors, all such awards will vest in full as of immediately prior to the closing of the merger. However, none of our non-employee directors hold unvested, in-the-money stock options. In addition, pursuant to deferral election agreements entered into with DemandTec, vested RSUs held by certain members of our board of directors will be settled on an accelerated basis in connection with the merger.

        Options and RSUs held by each of Messrs. Daniel R. Fishback, Mark A. Culhane and William R. Phelps will be afforded the treatment described in "—Treatment of Outstanding Stock Options" beginning on page 53 and "—Treatment of Outstanding Restricted Stock Units" beginning on page 54. In addition, each of Messrs. Fishback, Culhane and Phelps hold performance-based RSUs that were granted in April 2011 that vest based on the achievement of financial metrics for our fiscal year ending February 29, 2012 and continued service through specified vesting dates thereafter. Provided the merger occurs before February 29, 2012, the parties have agreed to assume that the performance goals applicable to the RSUs will be achieved at 100% of target performance, and following the effective time of the merger, such RSUs will vest solely on the basis of the service-based vesting conditions applicable to the awards.

        Each of Messrs. Fishback and Phelps have received and accepted offer letters from IBM. These offer letters will supersede and replace their existing DemandTec employment arrangements, and they will not be entitled to any of the benefits under such existing arrangements, including any severance or acceleration of vesting of equity-based awards, except as provided under their IBM offer letters. The offer letters with IBM are conditioned upon the closing of the merger and the executive officer's continued employment with DemandTec through the closing of the merger and will provide certain retention/severance payments and equity compensation benefits to such individuals, as described below. In addition, each of Messrs. Fishback, Culhane and Phelps has entered into a non-competition and non-solicitation agreement with IBM.

        Pursuant to offer letters between IBM and each of Messrs. Fishback and Phelps:

 

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        Mr. Culhane's employment arrangement with DemandTec will remain in effect following the merger. Pursuant to his employment arrangement with DemandTec, Mr. Culhane is eligible to receive severance in a lump-sum payment equal to six months of his then-current base salary plus reimbursement of his medical and dental insurance premiums under COBRA or continued coverage under then-applicable medical, dental, life and disability insurance programs for a period of six months in the event that his employment is terminated without "cause" (as defined in his DemandTec employment arrangement) at any time or due to his resignation for "good reason" (as defined in his DemandTec employment arrangement) within 12 months after a change of control of DemandTec, subject to his execution of a release of claims. Mr. Culhane's unvested equity awards generally provide for full vesting in the event his service is terminated without "cause" or if he resigns for "good reason" (each as defined in the agreements governing his equity awards) within 12 months after a change in control of DemandTec. The merger will constitute a change in control for purposes of Mr. Culhane's employment arrangement and equity awards.

        Mr. Michael Bromme, our former Senior Vice President, Retail, who terminated employment on September 16, 2011, is party to a consulting agreement with us pursuant to which he agreed to provide transition consulting services for a period of up to 12 months following October 9, 2011. In the event the consulting agreement is terminated prior to such date other than due to Mr. Bromme's material breach, Mr. Bromme will be entitled to a payment equal to the monthly compensation he would have received during the remainder of the 12-month term of the contract. The consulting agreement and Mr. Bromme's employee proprietary information and inventions agreement include non-solicitation restrictions.

        The surviving corporation will assume, and IBM will cause the surviving corporation and its successors and assigns to comply with and honor, all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger existing in favor of our and our subsidiaries' current or former directors or officers as provided in our and their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements as in effect on the date of the merger agreement. We have entered into indemnification agreements with each of our directors and certain officers. Each indemnification agreement provides that we will indemnify the director or officer to the fullest extent permitted by law for claims arising in his or her capacity as our director, officer, employee or agent, provided that he or she acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the event that we do not assume the defense of a claim against such director or officer, we are required to advance his or her expenses in connection with his or her defense, provided that he or she undertakes to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by us.

 

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        In the event the surviving corporation consolidates with or merges into another entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its properties and assets to another entity, or if IBM dissolves the surviving corporation, IBM will cause the successors and assigns of the surviving corporation to comply with and honor the indemnification and other obligations set forth above.

        IBM will obtain or will cause to be obtained as of the effective time of the merger a "tail" insurance policy with a claims period of six years from the effective time of the merger with respect to directors' and officers' liability insurance covering those persons who were, as of the date of the merger agreement, covered by our directors' and officers' liability insurance policy, for acts or omissions occurring prior to the effective time of the merger, subject to certain limitations.


Legal Proceeding Regarding the Merger (page 49)

        Since the announcement of the merger, we and our directors were named as defendants in a purported class action brought by an alleged DemandTec stockholder. The lawsuit, which names us, our directors, IBM and Cudgee Acquisition Corp. as defendants, was filed on January 4, 2012, in the Superior Court of the State of California in and for the County of Santa Clara and is captioned Strategic Trading Company v. DemandTec, Inc., et al., Case No. 112CV216048.

        The action, purportedly brought on behalf of a class of our stockholders, asserts claims that our directors purportedly breached their fiduciary duties to our stockholders in connection with the proposed merger. The action further claims that IBM and Cudgee Acquisition Corp. aided and abetted those alleged breaches of fiduciary duties. The plaintiff in the action seeks equitable relief, including an injunction preventing the consummation of the proposed merger, rescission in the event the merger is consummated, and an award of attorneys' and other fees and costs. We believe that the claims are without merit.


Conditions to the Closing of the Merger (page 73)

        Our, IBM's and merger sub's obligations to effect the merger are subject to the satisfaction or waiver of the following conditions:

        IBM's and merger sub's obligations to effect the merger are further subject to the satisfaction by us or waiver by them of the following conditions:

 

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        Our obligations to effect the merger are subject to the further satisfaction by IBM and/or merger sub or waiver by us of the following conditions:


No Solicitation of Acquisition Proposals by DemandTec (page 68)

        We have agreed that we will not, and will not authorize or permit any of our subsidiaries to, nor will we authorize or permit any of our or our subsidiaries' directors, officers or employees or any of

 

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our or their investment bankers, attorneys, accountants or other advisors or representatives to, directly or indirectly:

        Despite these general prohibitions, at any time prior to the adoption of the merger agreement by our stockholders and subject to the conditions described below under the heading "The Merger Agreement—Covenants—No Solicitation of Acquisition Proposals" beginning on page 68, in response to a bona fide written unsolicited takeover proposal that our board determines in good faith is, or could reasonably be expected to lead to, a superior proposal (as defined in the merger agreement and described below under the heading "The Merger Agreement—Covenants—Board Recommendation") and which did not result from our breach of the merger agreement, we may and may permit and authorize our subsidiaries and our and our subsidiaries' representatives to:


Termination of the Merger Agreement (page 74)

        The merger agreement may be terminated under the following circumstances:

 

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Termination Fee and Expenses (page 75)

        Each party will generally pay its own fees and expenses in connection with the merger, whether or not the merger is consummated.

        We will be required to pay a termination fee of $14.0 million to IBM if:

 

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Regulatory Matters (page 58)

        The HSR Act prohibits us from completing the merger until we have furnished certain information and materials to the Antitrust Division of the Department of Justice and the Federal Trade Commission and the required waiting period has expired or been terminated. The parties filed their respective notification and report forms pursuant to the HSR Act with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission on December 22, 2011, and received early termination of the waiting period effective January 3, 2012. The merger is also subject to review by the governmental authorities of various other jurisdictions under the antitrust or competition laws of those jurisdictions. We have filed or will file the appropriate notifications in each such jurisdiction and are pursuing the approval of the transaction.


Appraisal Rights (page 50)

        Record holders of our common stock as of the record date who do not vote in favor of the merger may elect to pursue their appraisal rights to receive the judicially determined "fair value" of their shares, which could be more or less than, or the same as, the per share merger consideration for the common stock, but only if they comply with the procedures required under Delaware law. For a summary of these Delaware law procedures, see "The Merger—Appraisal Rights" beginning on page 50. An executed proxy that is not marked "AGAINST" or "ABSTAIN" will be voted "FOR" the adoption of the merger agreement and will disqualify the stockholder submitting that proxy from demanding appraisal rights.

        A copy of Section 262 of the General Corporation Law of the State of Delaware, or DGCL, is included as Annex C to this proxy statement. Failure to follow the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. We encourage you to read these provisions carefully and in their entirety.

        ANY DEMANDTEC STOCKHOLDER WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE HIS, HER OR ITS RIGHT TO DO SO SHOULD REVIEW ANNEX C CAREFULLY AND SHOULD CONSULT HIS, HER OR ITS LEGAL ADVISOR, SINCE FAILURE TO TIMELY AND FULLY COMPLY WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF SUCH RIGHTS.

 

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MARKET PRICES AND DIVIDEND DATA

        Our common stock is listed on The NASDAQ Global Market under the symbol "DMAN." This table shows, for the periods indicated, the range of intraday high and low per share sales prices for our common stock as reported on The NASDAQ Global Market.

 
  Fiscal Quarters  
 
  First   Second   Third   Fourth  

Fiscal Year 2012 (Through January 9, 2012)

                         

High

  $ 13.48   $ 9.90   $ 8.62   $ 13.21  

Low

  $ 8.88   $ 5.41   $ 5.46   $ 7.65  

Fiscal Year 2011

                         

High

  $ 7.05   $ 7.85   $ 11.11   $ 14.08  

Low

  $ 5.79   $ 5.34   $ 7.35   $ 10.05  

Fiscal Year 2010

                         

High

  $ 9.28   $ 10.00   $ 9.57   $ 9.50  

Low

  $ 6.65   $ 7.47   $ 7.83   $ 5.25  

        The following table sets forth the closing price per share of our common stock, as reported on The NASDAQ Global Market on December 7, 2011, the last full trading day before the public announcement of the merger, and on January 9, 2012, the latest practicable trading day before the printing of this proxy statement:

 
  Common Stock Closing Price  

December 7, 2011

  $ 8.43  

January 9, 2012

  $ 13.15  

        You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock. If the merger is consummated, there will be no further market for our common stock and our common stock will be delisted from The NASDAQ Global Market and deregistered under the Securities Exchange Act.


Dividends

        We did not declare or pay any cash dividends on our common stock during the three most recent fiscal years. In the event that the merger is not consummated, we would expect to retain earnings, if any, to fund the development and growth of our business and would not anticipate paying cash dividends on our common stock in the foreseeable future. In such event, our payment of any future dividends would be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, cash needs and growth plans.


THE SPECIAL MEETING

        The enclosed proxy is solicited on behalf of the board of directors of DemandTec for use at the special meeting of stockholders or at any adjournment or postponement thereof.


Date, Time and Place

        We will hold the special meeting at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 1200 Seaport Boulevard, Redwood City, California 94063, at 11:00 a.m., local time, on February 14, 2012.

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Purpose of the Special Meeting

        At the special meeting, we will ask the holders of our common stock to (i) adopt the merger agreement, as it may be amended from time to time, (ii) if there are not sufficient votes in favor of adoption of the merger agreement, to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies and (iii) vote on a proposal with respect to the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.


Record Date; Shares Entitled to Vote; Quorum

        Only holders of record of our common stock at the close of business on January 9, 2012, the record date, are entitled to notice of, and to vote at, the special meeting. On the record date, 33,855,843 shares of our common stock were issued and outstanding and held by approximately 89 holders of record. Holders of record of our common stock on the record date are entitled to one vote per share at the special meeting on the proposal to adopt the merger agreement and the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies.

        A quorum of stockholders is necessary to hold a valid special meeting. Under our by-laws, a quorum is present at a meeting if the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote at the meeting are present in person or represented by proxy. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned by the chairman of the meeting to solicit additional proxies. For purposes of determining the presence of a quorum, abstentions will be counted as shares present and broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a matter), if any, will also be counted as shares present.


Vote Required

        The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Adoption of the merger agreement is a condition to the closing of the merger.

        Approval of (i) the proposal to adjourn the special meeting to a later date, if necessary or appropriate, in order to solicit additional proxies from our stockholders and (ii) the proposal with respect to the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable, require the affirmative vote of the holders of a majority in voting power of the shares of our common stock present or represented by proxy at the special meeting and casting a vote for or against such matters, provided that a quorum is present.


Voting by DemandTec Directors and Executive Officers

        At the close of business on the record date, our directors and executive officers and their affiliates owned and were entitled to vote shares of our common stock, which represented approximately 1.3% of the shares of our outstanding common stock on that date. We expect that these directors and executive officers will vote all of their shares of our common stock "FOR" adoption of the merger agreement, "FOR" the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies and "FOR" the proposal with respect to an approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable

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to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.


Voting of Proxies

        If your shares are registered in your name, you may cause your shares to be voted at the special meeting by returning a signed proxy card or voting in person at the meeting. Additionally, you may submit a proxy authorizing the voting of your shares via the Internet at www.eproxy.com/dman or by telephone by calling 1-800-560-1965. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy via the Internet or telephone.

        If your shares are registered in your name and you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to submit a proxy card even if you plan to attend the special meeting in person.

        Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted "FOR" the adoption of the merger agreement, "FOR" the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies and "FOR" the proposal with respect to an approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable, provided that no proxy that is specifically marked "AGAINST" the proposal to adopt the merger agreement will be voted "FOR" the adjournment proposal or the proposal regarding "golden parachute" payments unless it is specifically marked "FOR" the adjournment proposal and/or "FOR" the proposal regarding "golden parachute" payments.

        If your shares are held in "street name" through a broker or other nominee, you may provide voting instructions by completing and returning the voting form provided by your broker or nominee or via the Internet or by telephone through your broker or nominee, if such a service is provided. To provide voting instructions via the Internet or telephone, you should follow the instructions on the voting form provided by your broker or nominee. If you plan to attend the special meeting, you will need a proxy from your broker or nominee in order to be given a ballot to vote the shares. If you do not return your broker's or nominee's voting form, provide voting instructions via the Internet or telephone through your broker or nominee, if possible, or attend the special meeting and vote in person with a proxy from your broker or nominee, it will have the same effect as if you voted "AGAINST" the adoption of the merger agreement.


Revocability of Proxies

        Any proxy you give pursuant to this solicitation may be revoked by you at any time before it is voted. Proxies may be revoked as follows:

        If you have sent a proxy directly to DemandTec, you may revoke it by:

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        If you have instructed a broker or nominee to vote your shares, you may revoke your proxy only by following the directions received from your broker or nominee to change those instructions.

        Revocation of a proxy will not affect any vote taken prior to revocation. Attendance at the special meeting will not in itself constitute the revocation of a proxy; you must vote in person at the special meeting to revoke a previously delivered proxy.


Board of Directors' Recommendations

        Our board of directors has unanimously approved the merger agreement and determined that the merger agreement and the merger are fair to and advisable and in the best interests of DemandTec and its stockholders. Our board of directors unanimously recommends that DemandTec stockholders (i) vote "FOR" the proposal to adopt the merger agreement, (ii) vote "FOR" the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to permit the solicitation of additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and (iii) vote "FOR" the proposal with respect to an approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.


Abstentions and Broker Non-Votes

        Stockholders that abstain from voting on a particular matter and shares held in "street name" by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be counted as votes in favor of such matter. For purposes of determining the presence of a quorum, abstentions will be counted as shares present and broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a matter), if any, will also be counted as shares present. Abstentions and broker non-votes will have the same effect as votes against the adoption of the merger agreement and will have no effect on the approval of (i) the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and (ii) the proposal with respect to the approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable, provided that a quorum is present.


Solicitation of Proxies

        The expense of soliciting proxies in the enclosed form will be borne by DemandTec. We have retained Phoenix Advisory Partners, a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $7,500 plus expenses. We may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may be solicited by certain of our directors, officers and employees, personally or by telephone, facsimile or other means of communication. No additional compensation will be paid for such services.

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Stockholder List

        A list of our stockholders entitled to vote at the special meeting will be available for examination by any DemandTec stockholder at the special meeting. For ten days prior to the special meeting, this stockholder list will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours at our corporate offices located at DemandTec, Inc., One Franklin Parkway, Building 910, San Mateo, California 94403.


THE COMPANIES

DemandTec, Inc.

        DemandTec, Inc., was incorporated in Delaware on November 1, 1999. We provide a collaborative optimization network of software services connecting retail and consumer products, or CP, companies, enabling them to define category, brand, and shopper marketing strategies based on a scientific understanding of consumer behavior and make actionable pricing, promotion, assortment, space, and other merchandising and marketing decisions to achieve their revenue, profitability, sales volume, and customer loyalty objectives. We provide our applications by means of a software-as-a-service, or SaaS, model, which allows us to capture and analyze the most recent retailer and market-level data, enhance our software services rapidly to address our customers' ever-changing merchandising and marketing needs, and connect retailers and CP companies online to enable improved, more collaborative business processes between trading partners. We are headquartered in San Mateo, California, with additional sales presence in North America, Europe, and South America, and research and development personnel in India, China, and Russia.

        DemandTec's principal executive offices are located at One Franklin Parkway, Building 910, San Mateo, California 94403. DemandTec's website is located at http://www.demandtec.com. Additional information regarding DemandTec is contained in our filings with the Securities and Exchange Commission. See "Where You Can Find More Information" beginning on page 84.


International Business Machines Corporation

        IBM, a New York corporation, creates business value for clients and solves business problems through integrated solutions that leverage information technology and deep knowledge of business processes. IBM solutions typically create value by reducing a client's operational costs or by enabling new capabilities that generate revenue. These solutions draw from an industry leading portfolio of consulting, delivery and implementation services, enterprise software, systems and financing.

        IBM's principal executive offices are located at New Orchard Road, Armonk, New York 10504 and its telephone number is (914) 499-1900. Additional information regarding IBM is contained in IBM's filings with the Securities and Exchange Commission. See "Where You Can Find More Information" beginning on page 84.


Cudgee Acquisition Corp.

        Cudgee Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of IBM, was organized solely for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Merger sub's principal executive offices are located at New Orchard Road, Armonk, New York, 10504 and its telephone number is (914) 499-1900. Merger sub has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement.

        Upon consummation of the merger, merger sub will cease to exist, and DemandTec will continue as the surviving corporation.

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THE MERGER

        The following discussion summarizes the material terms of the merger. We urge you to read carefully the merger agreement, which is attached as Annex A to this proxy statement.


Background to the Merger

        IBM has been a strategic partner of ours for several years, providing business process outsourcing, systems integration and general consulting services and collaborating jointly with us to sell and implement IBM and DemandTec solutions in multiple geographies. From time to time in the past, we and IBM have had discussions regarding our commercial relationship.

        On July 27, 2011, Dan Fishback, our president and CEO, and Mark Culhane, our executive vice president and CFO, were contacted by Chuck Robel, a member of our board, who advised them that he had been contacted by and met with representatives of Union Square Advisors LLC, which we refer to as USA, who expressed interest in meeting with our management to discuss our business and potential strategic alternatives. USA is an investment bank that provides financial advisory services to companies like DemandTec.

        On July 28, 2011, Mr. Culhane was contacted by Carter McClelland, executive chairman and a senior managing director of USA, to arrange a meeting with representatives of USA. On July 29, 2011, Mr. Culhane responded and expressed a willingness to meet.

        On August 3, 2011, at a regularly scheduled meeting of our board, management reviewed and discussed our recent operating and financial results and preliminary three-year operating plan. As part of the discussion, our board discussed our business prospects and operating environment.

        On August 10, 2011, Mr. Culhane and Will Johnson, our vice president of corporate development and strategy, held a preliminary meeting with representatives of USA, including Mr. McClelland and another USA senior investment banker, who was a former IBM employee, to discuss our business and potential strategic alternatives that might be available to us.

        On August 11, 2011, USA informed Mr. Culhane that Yuchun Lee, vice president and general manager of IBM's enterprise marketing management group, which we refer to as EMMG, was interested in meeting with members of our management to share views on strategy and vision. Mr. Lee formerly served as CEO of Unica Corporation, which IBM acquired in October 2010.

        On August 16, 2011, Archie Colburn, managing director of corporate development of IBM, contacted Messrs. Fishback and Culhane regarding a possible in-person meeting between representatives of our management and IBM to discuss strategic alternatives. They also discussed a nondisclosure agreement, which we refer to as an NDA, between the two parties.

        On August 18, 2011, Mr. Colburn sent us a draft of a proposed NDA to supersede the existing NDA entered into between the two parties in February 2008 in connection with their commercial relationship. The new NDA was negotiated by representatives of the two parties and entered into effective September 6, 2011. During this timeframe, representatives of our management and IBM also exchanged communications about the proposed in-person meeting and related matters.

        On August 25, 2011, Messrs. Fishback and Culhane met in person in Boston, MA with representatives of IBM, including Mr. Lee, to discuss our business, vision and strategy as well as the potential strategic fit of our business and IBM's EMMG business.

        On August 31, 2011, members of our management met with representatives of USA at our offices in San Mateo, CA to review our business and discuss potential strategic alternatives that may be available to us.

        After the August 31, 2011 meeting, representatives of both parties exchanged communications about a follow-on in-person meeting after the Labor Day weekend. On September 8, 2011,

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Messrs. Fishback, Culhane and Johnson met with Mr. Colburn of IBM at our offices in San Mateo, CA to continue discussions about our business and the strategic fit of our business with IBM's EMMG business. During the meeting, Mr. Colburn expressed IBM's interest in acquiring our company.

        On September 12, 2011, after discussions with other members of our management and representatives of USA, Mr. Culhane spoke by phone with Mr. Colburn to discuss how we and IBM would view the value of our business if our board were to consider a strategic transaction at the present time and to better understand IBM's view of next steps.

        On September 12, 2011, Mr. Fishback briefed Victor Lund, the chairman of our board of directors, on the status of discussions with IBM regarding a potential acquisition of our company. Mr. Lund then called a meeting of our board to consider our response to IBM's preliminary acquisition interest.

        On September 13 and 14, 2011, members of our management continued discussions regarding a potential sale transaction with IBM as well as other potential alternatives for our company internally and with representatives of USA.

        On September 14, 2011, Mr. Colburn of IBM submitted to Mr. Fishback IBM's written indication of interest to acquire all of our outstanding stock for $11.25 per share in cash contingent on our agreeing prior to 2:00 p.m. PDT on September 19, 2011 to enter into an exclusivity agreement with an exclusivity period ending no earlier than November 22, 2011 and subject to IBM completing a customary due diligence review and the parties entering into mutually acceptable definitive agreements, including customary employment and retention arrangements with certain members of our senior management team.

        Later in the day on September 14, 2011 at a meeting of our board of directors, Mr. Lund communicated to our directors IBM's interest in acquiring our company. After discussion, our board determined to retain Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, which we refer to as Gunderson Dettmer, as external counsel to advise our board through the process of evaluating any potential interest by IBM and related matters. Additionally, our board discussed the retention of a financial advisor to assist in the evaluation of IBM's indication of interest and to evaluate more broadly our strategic alternatives. Our board directed management to work with representatives of Gunderson Dettmer to evaluate whether to retain USA and, if so, to advise our board on the terms of USA's engagement.

        On September 16, 2011, our board held a meeting at which they discussed IBM's $11.25 per share indication of interest and proposed exclusivity period. Representatives of Gunderson Dettmer reviewed for the directors their fiduciary responsibilities generally and in connection with proposed transactions of this type. Among other things, our board (i) discussed various processes that might be followed if our board were to explore a potential sale of our company, (ii) reviewed other potential buyers, including their potential strategic fit, financial capability, acquisition history and likelihood of offering a price higher than that offered by IBM, (iii) considered the potential harm to our company if the possibility of a sale of our company became known to the public or to our customers and competitors, (iv) considered the risk of jeopardizing IBM's offer by soliciting other potential buyers and (v) noted that IBM and other potential buyers would likely want to enter into employment and/or retention agreements with members of our management team. Our board then directed our management to contact three potential buyers that appeared to have the resources, expertise and interest to acquire us. Each of these companies was a significant technology company which we believed could have a strategic need for the solutions we provide and possessed the financial resources to complete an acquisition of our company. We refer to these companies as Company A, Company B and Company C. Our board also discussed our management's role in exploration of a sales process in light of any potential buyer's desire to formalize employment and retention agreements and directed management to retain separate counsel to advise them about any such potential employment offers. In addition, our board then discussed the benefits and potential issues regarding the possible retention of USA as its

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financial advisor and authorized management to retain USA as our financial advisor, subject to (i) addressing any potential conflicts of interest that might arise as a result of the senior USA investment banker who participated in preliminary meetings and discussions with us having recently served as head of the corporate development group of IBM and (ii) our board approving the terms and conditions of USA's advisory role.

        Commencing on September 16, 2011, members of our management team contacted senior executives at Company A, Company B and Company C. Company B indicated on September 18, 2011 that, despite the strategic rationale for combining the two companies, they would be unable to consider an acquisition at the present time. Company A and Company C expressed preliminary interest in considering further an acquisition of our company.

        On September 19, 2011, Mr. Colburn communicated to Messrs. Fishback and Culhane IBM's concerns that USA's senior investment banker who was a former IBM employee might be involved in the possible transaction should we retain USA as our financial advisor.

        On September 19, 2011, at a meeting of our board of directors without representatives of USA present, representatives of Gunderson Dettmer reviewed the proposed terms of the USA engagement letter and other aspects of its advisory role and our board determined to engage USA as its financial advisor, provided that USA's senior investment banker who was formerly an IBM employee not participate in USA's representation of our company. Representatives of USA then joined the meeting. Mr. Fishback provided an update on action taken by management following receipt of an indication of interest from IBM to acquire our company. Mr. Fishback noted that he had contacted IBM and obtained an extension of the date by which IBM's indication of interest and request for exclusive negotiations would expire to 2:00 p.m. PDT on September 22, 2011. Mr. Fishback also reviewed with the board the other potential buyers contacted by management at the direction of our board. Representatives of USA provided a preliminary assessment of IBM's indication of interest, expressing the view that IBM had made a serious and credible indication of interest. USA also reviewed for our board the competitive landscape in which we operate. Our board determined to take appropriate steps to assess the likelihood of obtaining a superior offer from another potential buyer before engaging in price negotiations with IBM and granting IBM exclusive negotiating rights. Our board also determined to hold meetings on September 20, 2011, September 21, 2011 and September 23, 2011 to discuss further IBM's indication of interest, possible alternatives to consider and for USA to present further financial analyses. After further discussion, our board then directed management to contact IBM to request an extension to respond to its indication of interest and request for exclusive negotiations to Friday, September 23, 2011 and directed management and USA to pursue indications of interest from other parties that might express an interest in acquiring our company.

        On September 20, 2011, we retained USA as our exclusive financial advisor in connection with the possible sale of our company. The terms of USA's retention as our financial advisor provided, among other things, that the senior USA investment banker who was a former employee of IBM would not participate in any way in the sale process and that no confidential information about IBM which he became aware of during his employment with IBM would be accessible to us or USA during the sale process.

        On September 20, 2011, Mr. Fishback contacted a representative of IBM to indicate that our board was continuing to evaluate IBM's indication of interest. Mr. Fishback also contacted Company A but did not receive a response. In addition, on September 20, 2011, representatives of USA contacted a senior executive at Company C and encouraged Company C to submit a written indication of interest by September 23, 2011 if it wanted to pursue an acquisition of our company. USA later received communication from Company A expressing interest in submitting an indication of interest the next day.

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        On September 20, 2011, at an informational meeting of our board of directors, representatives of USA provided a summary of the equity market's perspective of our company and a preliminary financial analysis of IBM's indication of interest. Mr. Fishback and USA then reviewed the communications taken place earlier in the day with regard to other potential buyers.

        On September 21, 2011, members of our management met with representatives of IBM, including Mr. Lee, at our offices in San Mateo, CA. During the meeting, our management provided a product demonstration and discussed our strategic view and go-to-market strategy, and representatives of IBM reviewed its EMMG business and the strategic fit of the two businesses.

        On September 21, 2011, Company C advised representatives of USA that it was considering making a written indication of interest to acquire our company and, if Company C did proceed to submit such an indication of interest, that we should expect to receive it the next day.

        On September 21, 2011, our board held a meeting to (i) review an update to the financial analysis prepared by USA, (ii) have our board and management discuss the revised financial analysis and assess our company's strategic, operating and financial prospects, (iii) obtain an update from USA on the status of discussions with other potential buyers and (iv) discuss how to respond to IBM's indication of interest and request for exclusive negotiations if the board determined to consider the possible sale of DemandTec. Our board discussed whether to consider a sale at the present time in light of our business prospects and operating environment and, after consulting with its financial and legal advisors, determined that it was prepared to consider a sale now at an attractive price. Our board also discussed the request by IBM for a period of exclusive negotiations during which we would, among other things, not be able to discuss an acquisition with any other party. At the end of a detailed discussion and after consulting with its financial and legal advisors, our board directed USA to communicate to IBM that our board was prepared to move forward with a three-week period of exclusive negotiations if IBM were to raise its indication of interest price to $13.50 per share, the three-week exclusivity period was subject to the definitive agreement containing either a fiduciary out or a go shop provision and there being no unusual closing conditions that IBM anticipated requesting in connection with a definitive agreement. Our board also discussed additional steps required if it were to receive an indication of interest from other interested parties and scheduled a meeting for Thursday, September 22, 2011.

        On September 21, 2011, representatives of USA received an inquiry from another investment banking firm on behalf of another company, which we refer to as Company D, about potentially submitting an offer to acquire our company.

        On September 22, 2011, as directed by our board, USA contacted a representative of IBM to communicate the counter-proposal outlined by our board. The IBM representative expressed that IBM was not willing to consider a $13.50 per share acquisition price but would consider increasing its offer to or modestly above $12.00 per share and shortening the exclusivity period to 45 days.

        On September 22, 2011, at an informational meeting of our board of directors, Mr. Fishback reported to our board on USA's discussions with IBM during the day. After further discussion, our board determined that it would further consider the matter at the regularly scheduled board meeting in the evening before responding to IBM.

        In the evening of September 22, 2011, at a meeting of our board of directors, representatives of USA provided an update on developments since our board meeting held earlier in the day. Representatives of USA first reviewed discussions with IBM and then reported that representatives of USA had spoken with representatives from Company A, Company C and Company D. USA informed the board that Company C had indicated that it was not interested in acquiring our company at $12.00 per share, that Company A anticipated responding the next day about its level of interest in acquiring our company and that an investment banker representing Company D had contacted USA indicating further interest. Our board then discussed IBM's willingness to increase its offer price to or modestly above $12.00 per share. After considering (i) USA's financial analysis of IBM's potentially increased

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offer price, (ii) the likelihood of receiving a higher price from other potential buyers, (iii) the risk of jeopardizing IBM's offer if our board delayed responding to IBM to consider other potential indications of interest, (iv) the ability of another third party to submit a superior offer at a later date, subject to potentially paying a breakup fee, and (v) advice from Gunderson Dettmer regarding its fiduciary duties, our board determined that it was prepared to agree to a period of exclusive negotiations of 45 days if IBM were to make an indication of interest at a price higher than $12.00 per share and subject to other customary and reasonable terms. Additionally, our board directed USA to advise Company D that, although it was late in the process, our board would welcome its submission of an indication of interest to acquire our company.

        On September 23, 2011, USA received a written indication of interest from Company D to acquire our company at $13.00 per share, which further provided that Company D anticipated that it could complete its due diligence review and execute a definitive agreement within 15 calendar days following our board's support of its indication of interest. Company D further noted that it would not require a period of exclusive negotiations. Mr. Fishback was also notified by Company A that it was not going to pursue an acquisition of our company.

        On September 23, 2011, USA contacted a representative of IBM to communicate that we had received a superior indication of interest from a highly credible party that was prepared to proceed, without exclusivity, on a more accelerated timeframe than that on which IBM had indicated to date it was prepared to proceed and that our board would be meeting later in the day to discuss how to respond. The IBM representative did not indicate a willingness to consider increasing IBM's offer price.

        On September 23, 2011, our board held a meeting to discuss the indication of interest to acquire our company from Company D and to provide an update on the status of discussions with IBM. USA reviewed Company D's indication of interest and expressed USA's belief that Company D was a highly credible buyer. During the meeting, an IBM representative contacted representatives of USA suggesting that IBM might consider increasing its indicated purchase price. After deliberation of IBM's possible willingness to increase its price, our board concluded that our company should pursue the offer from Company D unless IBM offered a higher price. Our board directed USA to contact IBM and offer IBM the opportunity to increase its price.

        On September 23, 2011, at the direction of our board, USA contacted IBM and offered IBM the opportunity to increase its price. The IBM representative then delivered a written indication of interest to acquire our company at $13.20 per share conditioned on a 45-day exclusivity period, with the indication of interest stating it would expire at 3:00 p.m. PDT the same day if not accepted before then.

        On September 23, 2011 at 2:00 p.m. PDT, our board met again to review the subsequent conversation with IBM culminating in the receipt of the revised written indication of interest and increased indicated offer price. Our board then discussed the indications of interest from IBM and Company D. USA advised our board that both parties were highly credible with track records of successfully completing acquisitions after commencing an acquisition process. Our board then recessed at 2:35 p.m. PDT while representatives of USA contacted representatives of Company D to advise Company D that we had received a superior indication of interest from another potential buyer. The representative of Company D informed USA that Company D was not prepared to increase its price above $13.00 per share without access to non-public information about our company. Our board reconvened at approximately 2:45 p.m. PDT to review each indication of interest in detail, noting that IBM was proposing $13.20 per share with a 45-day period of exclusive negotiations and that Company D was proposing $13.00 per share without an exclusivity period and an expressed intent to complete its due diligence review and negotiate a definitive agreement within 15 calendar days. Our board discussed the relative benefits and risks of each indication of interest, including price, required exclusivity period, time frame for completion and ability of each party to consummate a transaction. Our board further noted that IBM indicated a deadline of 3:00 p.m. PDT to accept its request for a

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period of exclusive negotiations and support its indication of interest. Following discussion, it was the consensus of our board that, under the circumstances, it would be in the best interests of our stockholders to grant the exclusivity required by IBM and further pursue its superior indication of interest of $13.20 per share.

        On September 23, 2011, following the conclusion of the meeting of our board of directors, we and IBM entered into an agreement under which we agreed to grant exclusivity to IBM for at least 45 days ending no earlier than November 7, 2011 in connection with an indication of interest to acquire our company for $13.20 per share. The exclusivity agreement generally provided that we and our representatives were prohibited from soliciting, encouraging, entering into or continuing discussion regarding a takeover proposal, as defined, or furnishing information to a third party with respect to a takeover proposal.

        On September 24, 2011, Mr. Colburn of IBM introduced members of our management to Hiroki Minawa, a corporate development executive of IBM, who led IBM's due diligence review of our company and retention planning process. In late September and early October, (i) members of our management discussed IBM's due diligence review with representatives of IBM, (ii) IBM provided us with a comprehensive due diligence request list, (iii) we established an electronic data room with requested due diligence documents and (iv) representatives of IBM began reviewing those documents.

        During October and November 2011, IBM conducted its legal, financial, technical and business due diligence.

        On October 12 and 13, 2011, representatives of IBM contacted members of our management team to advise them that IBM's due diligence review was ongoing and that it might require more time than originally thought. On October 15, 2011, Mr. Culhane discussed the status of diligence with representatives of USA. On October 17, 2011, Mr. Fishback notified Mr. Lund of the status of IBM's diligence review and that it might take longer than originally expected. On October 18, 2011, Mr. Fishback discussed the status of diligence with Mr. Lee of IBM.

        On October 24, 2011, Mr. Colburn of IBM contacted Mr. Culhane to advise him that IBM was continuing its due diligence review and requested that IBM conduct its onsite due diligence review on November 8, 9 and 10, 2011.

        On October 27, 2011, Mr. Colburn of IBM contacted Mr. Culhane to request an extension of the exclusivity period from November 7, 2011 to November 28, 2011 to provide additional time for IBM to complete its due diligence review and for the parties to negotiate definitive transaction documents. Representatives of USA then contacted Mr. Colburn of IBM to discuss the requested extension of the exclusivity period.

        On November 3, 2011, at a meeting of our board, representatives of USA and Mr. Fishback provided updates on the proposed acquisition of our company by IBM, particularly the current request for an extension of the exclusivity period. After considering recent developments at our company, current economic and market conditions, our stock price, the reasons for the requested extension of the exclusivity period, the potential harm to us by extending the exclusivity period and not completing the sale and the absence of any additional unsolicited indications of interest from other third parties, our board authorized Mr. Fishback to negotiate an extension of the exclusivity period with IBM until no later than midnight on November 21, 2011.

        On November 4, 2011, the parties entered into a letter agreement extending the exclusivity period to November 21, 2011.

        On November 8, 2011, Cravath Swaine & Moore, which we refer to as Cravath, legal counsel to IBM, sent Gunderson Dettmer an initial draft of the merger agreement relating to the proposed acquisition of our company by IBM, which we refer to as the merger agreement. From November 8,

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2011 until December 7, 2011, we and IBM, and our respective legal counsel, engaged in negotiations regarding the terms of the merger agreement.

        On November 8, 2011, certain members of our senior management team retained Fenwick & West LLP, which we refer to as Fenwick, to advise them with respect to potential employment and/or retention arrangements with IBM.

        From November 8 to 10, 2011, members of our management met with a team of representatives from IBM who conducted an in depth in-person due diligence review of our business.

        On November 15, 2011, our board held a meeting to review the then current draft of the merger agreement and our proposed revisions to the agreement. Representatives of Gunderson Dettmer reviewed, among other things, our representations, warranties and covenants in the merger agreement, the circumstances under which IBM would not be required to complete the acquisition after entering into the merger agreement, the ability of our board to respond to and ultimately accept a superior acquisition proposal and the termination fee payable by us if our board withdrew or gave notice of its intent to withdraw its recommendation of the merger. Our board also discussed the process to date regarding the negotiations of the merger agreement.

        On November 16, 2011, a representative of IBM sent Mr. Fishback proposed offer letters to be entered into between IBM and certain of our key executives. The offer letters included proposed retention arrangements and were conditioned upon IBM completing the acquisition of our company.

        On November 17, 2011, at an informational meeting of our board, USA presented a financial analysis of the merger in anticipation of a subsequent board meeting at which USA would provide its fairness opinion to our board, if so requested by our board.

        On November 17, 2011, a representative of IBM contacted Mr. Fishback to request a further extension of the exclusivity period, indicating that IBM needed more time to complete its due diligence review and finalize the definitive agreements.

        On November 18, 2011, USA reviewed its financial analysis with board members that were unable to attend the November 17, 2011 board meeting, as well as reviewed IBM's request for an additional extension of the exclusivity period, with such request anticipated to be discussed and considered at the scheduled board meeting on November 19, 2011.

        On November 19, 2011, our board held a meeting to discuss extending the exclusivity period to December 4, 2011 in order to allow IBM to complete its due diligence process and to finalize definitive agreements. After considering reasons for the requested extension, recent developments at our company, current economic and market conditions, the financial analysis of the merger by USA, the status of any indications of interest from other parties and the consequences of letting the exclusivity period lapse, our board determined to extend the exclusivity period to December 4, 2011.

        On November 21, 2011, the parties signed a letter agreement extending the exclusivity period to December 4, 2011.

        By November 25, 2011, IBM and certain members of our senior management entered into offer letters the effectiveness of which was conditioned upon IBM acquiring us.

        On November 30, 2011, a representative of IBM contacted Mr. Fishback to request a further extension of the exclusivity period to December 9, 2011 to complete its due diligence review and finalize the definitive agreements.

        On December 1, 2011, members of the compensation committee of our board of directors reviewed the terms of the proposed offer letters, including retention arrangements, with certain members of our senior management.

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        On December 2, 2011, our board held a meeting to discuss extending the exclusivity period. After considering the reasons for the requested extension, recent developments, current economic and market conditions, the financial analysis of the merger by USA, the status of any indications of interest from other parties and the consequences of letting the exclusivity period lapse, our board determined to extend the exclusivity period to December 8, 2011.

        On December 2, 2011, the parties signed a letter agreement extending the exclusivity period to December 8, 2011.

        On December 6, 2011, our board met to consider and, if appropriate, vote to approve the merger with IBM. Representatives of Gunderson Dettmer reviewed the proposed terms and conditions of the merger agreement, including our representations, warranties and covenants in the merger agreement, the circumstances under which IBM would not be required to complete the acquisition after entering into the merger agreement, the ability of our board to respond to and ultimately accept a superior acquisition proposal and the termination fee payable by us if our board withdrew or gave notice of its intent to withdraw its recommendation of the merger. Representatives of USA presented an updated financial analysis and then rendered to our board its oral opinion, subsequently confirmed in writing, that, as of December 6, 2011, and based upon and subject to the various assumptions, procedures, factors, qualifications and limitations set forth in the opinion, the $13.20 per share in cash to be paid to the holders of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. USA also indicated that its written fairness opinion was ready for delivery and subsequently delivered it to us on December 6, 2011. The full text of the opinion of USA, dated December 6, 2011, is attached to this proxy statement as Annex B and is incorporated by reference in this proxy statement in its entirety. See also, "The Merger—Opinion of DemandTec's Financial Advisor." Representatives of Gunderson Dettmer then reviewed the proposed resolutions to be considered for approval by our board. Following such presentations and upon further review and discussion, our board unanimously resolved to approve the merger agreement and related matters and resolved to recommend that our stockholders adopt the merger agreement, which is attached hereto as Annex A.

        On December 7, 2011, the parties continued to finalize the merger agreement. The merger agreement was finalized shortly after the cessation of trading of our common stock on The NASDAQ Global Market on December 7, 2011, at which point the merger agreement was signed by the parties. The signing of the merger agreement was publicly announced on December 8, 2011, prior to the opening of trading of our common stock on The NASDAQ Global Market.


Recommendation of DemandTec's Board of Directors and Reasons for the Merger

        At a meeting of our board of directors on December 6, 2011, our board of directors unanimously determined that the merger agreement and the merger are fair to and advisable and in the best interests of DemandTec and its stockholders. Accordingly, our board of directors unanimously approved the merger agreement. Our board of directors unanimously recommends that you vote (i) "FOR" the adoption of the merger agreement, (ii) "FOR" the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting and (iii) "FOR" the proposal with respect to an approval, on an advisory (non-binding) basis, of certain "golden parachute" compensation that may be paid or become payable to DemandTec's named executive officers in connection with the merger, including the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable.

        In the course of reaching its decision to approve the merger agreement, to declare that the merger agreement and the merger are fair to and advisable and in the best interests of DemandTec and its stockholders and to recommend that DemandTec's stockholders vote to adopt the merger agreement,

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our board of directors consulted with our senior management and our financial advisor USA. Our board of directors also consulted with outside legal counsel regarding its fiduciary duties and the terms of the merger agreement and related matters. The following discussion includes the material reasons and factors considered by our board of directors in making its recommendation, but is not, and is not intended to be, exhaustive.

        Factors considered by our board of directors weighing in favor of the merger included:

        Merger Consideration.    Our board of directors considered the following with respect to the merger consideration to be received by DemandTec's stockholders:

        Prospects in Remaining Independent.    Our board of directors considered the possibility of continuing to operate DemandTec as an independent public company, including the perceived risks and uncertainties of remaining an independent public company. In considering the alternative of pursuing growth as an independent company, our board of directors considered the following factors:

        Potential Alternative Acquisition by IBM.    Our board of directors considered the possibility that, if we were not to combine with IBM at this time, IBM would acquire another company in the industry

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and, in such event, there would be less likelihood that IBM would be an interested acquirer of us in the future.

        Opinion of USA.    Our board of directors considered the financial analyses presented by representatives of USA, as well as the oral opinion of USA, subsequently confirmed in writing, to our board of directors that, as of December 6, 2011 and based upon and subject to the various assumptions, procedures, factors, qualifications and limitations set forth in the written opinion, the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described in the section entitled "—Opinion of DemandTec's Financial Advisor" beginning on page 29.

        Financial Forecasts.    Our board of directors considered the financial forecasts prepared by DemandTec's management and summarized below under "—Financial Forecasts" beginning on page 39. These financial forecasts were also provided to USA for purposes of the opinion described in the preceding paragraph.

        Terms of the Merger Agreement.    Our board of directors considered the terms and conditions of the merger agreement and the course of negotiations thereof, including:

        In the course of its deliberations, our board of directors also considered a variety of risks and factors weighing against the merger, including:

        Risks of Announcement and Closing.    Our board of directors considered:

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        Limitations on DemandTec's Business.    Our board of directors considered the potential limitations on DemandTec's pursuit of business opportunities due to pre-closing covenants in the merger agreement whereby DemandTec agreed that it will carry on its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, will not take certain actions related to the conduct of its business without the prior written consent of IBM.

        Solicitation of Interest.    Following receipt of proposed terms for the merger from IBM, our board of directors, with the assistance of USA, considered other potential acquirers and solicited interest from other parties that might be potentially interested in a business combination with DemandTec.

        Cash Transaction.    Our board of directors considered that the merger consideration is cash and, as a result, our stockholders will forego any potential future increase in our value that might result from our possible growth, and that income realized as a result of the merger generally will be taxable to our stockholders.

        Stockholder Vote.    Our board of directors considered the requirement that the merger agreement obligates DemandTec to submit the merger agreement for adoption by DemandTec's stockholders even if our board of directors withdraws its recommendation to our stockholders to adopt the merger agreement.

        Termination Fee and Other Alternative Acquirers.    Our board of directors considered the possibility that the $14.0 million termination fee payable to IBM under the circumstances set forth in the merger agreement might discourage a competing proposal to acquire DemandTec or reduce the price of any such proposal.

        Interests of Directors and Officers.    Our board of directors considered the interests that certain of our directors and executive officers may have with respect to the merger in addition to their interests as DemandTec stockholders generally, as described in "—Interests of DemandTec's Executive Officers and Directors in the Merger" on page 40.

        The foregoing discussion is not intended to be exhaustive, but we believe it addresses the material information and principal factors considered by our board of directors in its consideration of the merger.

        In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, our board of directors did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the various factors considered in reaching its determination, and individual directors may have given different weight to different factors. In addition, our board of directors did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, our board of directors conducted an overall analysis of the factors and reasons described above and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the merger agreement and accordingly recommends that our stockholders vote "FOR" the adoption of the merger agreement.


Opinion of DemandTec's Financial Advisor

        We retained USA to provide us with financial advisory services and to potentially provide our board of directors with its opinion as to the fairness of the consideration to be received by the holders

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of shares of our common stock in connection with a possible merger, sale or other strategic business combination. Our board of directors selected USA to act as our financial advisor based on USA's qualifications, expertise and reputation. At the meeting of our board of directors on December 6, 2011, USA rendered its oral opinion, subsequently confirmed in writing, that as of December 6, 2011, and based upon and subject to the various assumptions, procedures, factors, qualifications and limitations set forth in the written opinion, the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

        The full text of the written opinion of USA, dated as of December 6, 2011, is attached to this proxy statement as Annex B and is incorporated herein by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by USA in rendering its opinion. We encourage you to read the opinion carefully and in its entirety. USA's opinion is directed to our board of directors and addresses only the fairness as of the date of the opinion, from a financial point of view, of the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement. It does not address any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger. It does not constitute a recommendation to any holder of our common stock as to how to vote on the merger or any matter related to the merger, and does not in any manner address the prices at which our common stock will trade at any time. The summary of the opinion of USA set forth below is qualified in its entirety by reference to the full text of the opinion.

        In connection with rendering its opinion, USA, among other things:

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        In arriving at its opinion, USA assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all information that was publicly available or supplied or otherwise made available to USA by us or that was otherwise reviewed by USA. USA relied on assurances by our management that our management was not aware of any facts or circumstances that would make such information inaccurate or misleading. USA did not obtain any independent evaluation or appraisal of any of our assets or liabilities (contingent or otherwise), nor did it conduct a physical inspection of any of our properties or facilities. It was not furnished with any such evaluations or appraisals of such physical inspections, and it did not assume any responsibility to obtain any such evaluations or appraisals. In addition, USA relied, without independent verification, upon the assessments of our management as to the existing and future technology and products of our company and the risks associated with such technology and products.

        With respect to the company projections, USA assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of our management as to the future financial performance of our company. USA expressed no opinion with respect to the company projections or other financial forecasts or the assumptions on which they were based.

        USA assumed that the merger would be consummated in accordance with the terms set forth in the merger agreement without any waiver or amendment of any terms or conditions material in any way to its analysis. USA also assumed that the final executed form of the merger agreement would be substantially similar to the draft that it examined. USA further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger would be obtained without any delay, limitation, restriction or condition that would, in any respect, be material to its analysis.

        USA is not a legal, accounting, tax or regulatory advisor and assumed, with our permission, the accuracy and completeness of assessments by our company and our legal, accounting, tax and regulatory advisors with respect to such matters. In addition, in preparing its opinion, USA did not take into account any tax consequences of the proposed merger to any holder of our common stock.

        USA's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to USA as of, December 6, 2011. Events occurring after December 6, 2011 may affect its opinion and the assumptions used in preparing it, and USA did not assume any obligation to update, revise or reaffirm its opinion.

        USA expressed no opinion with respect to the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of our company. USA further provided no opinion with respect to the fairness of the amount or nature of any compensation to be paid or payable to any of our officers, directors or employees, or any class of such persons in connection with the merger, whether relative to the consideration to be paid to the holders of shares of our common stock pursuant to the merger agreement or otherwise.

        The following is a brief summary of the material analyses performed by USA in connection with its oral opinion and the preparation of its written opinion dated December 6, 2011. The various analyses summarized below were based on the closing price of $8.26 per share of our common stock as of December 5, 2011, the last full trading day prior to the meeting of our board of directors to consider and approve, adopt and authorize the merger agreement. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by USA, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

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Transaction Overview

        Based upon the approximately 38.5 million shares of our company common stock that were outstanding on a fully-diluted basis (including outstanding options and restricted stock units) as of November 11, 2011, USA noted that the consideration of $13.20 per share to be received by holders of shares of our common stock pursuant to the merger agreement implied a fully-diluted equity value of approximately $508 million. USA noted that, net of approximately $65 million of cash and cash equivalents (as of November 11, 2011), the consideration implied a fully-diluted enterprise value of approximately $443 million. USA also noted that the consideration per share of our common stock of $13.20 pursuant to the merger agreement reflected a 60% premium to the closing price per share of our common stock as of December 5, 2011 (the last full trading day prior to the meeting of our board of directors at which USA provided its oral opinion (subsequently provided in writing)) of $8.26.

Comparable Public Company Trading Analysis

        USA performed a comparable public company trading analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. USA compared certain financial estimates for our company with comparable publicly available consensus estimates for selected companies that share similar business characteristics or those that have similar scale and operating characteristics. These companies included the following software as a service, which we refer to as SaaS, companies, enterprise analytics companies and commerce software and solutions companies, which we refer to collectively as the selected comparable companies:

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        For purposes of this analysis, USA analyzed the following statistics for each of the selected comparable companies:

        Based on the analysis of the relevant metrics for each of the selected comparable companies, USA selected representative ranges of financial multiples and applied these ranges of multiples to the relevant financial statistic for our company based on financial estimates prepared by our management. For our company, USA used fiscal year financial results ended February 28 or 29, as applicable, as a proxy for calendar results ended December 31 of the prior year.

        Based on our outstanding shares on a fully diluted basis (including outstanding options and restricted stock units) as of November 11, 2011, USA calculated the estimated implied value per share of our common stock as follows:

Financial Statistic
  Selected Comparable
Companies Representative
Multiple Range
  Implied Value
Per Share of
Our Common
Stock

Enterprise Value/2011E Revenue

  3.0x - 4.0x   $9.01 - $11.27

Enterprise Value/2012E Revenue

  2.5x - 3.5x   $9.00 - $11.70

Enterprise Value/2011E EBITDA

  18.0x - 25.0x   $3.70 - $  4.42

Enterprise Value/2012E EBITDA

  15.0x - 20.0x   $5.17 - $  6.27

        USA noted that the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was $13.20 per share.

        No company utilized in the comparable public company trading analysis is identical to our company. In evaluating the selected comparable companies, USA made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond our control, such as the impact of competition on our businesses and the industry generally, industry growth and the absence of any adverse material change in our financial condition and prospects or the industry or in the financial markets in general.

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Equity Research Analysts' Price Target Analysis

        USA reviewed and analyzed future public market trading price targets for our common stock prepared and published by equity research analysts prior to December 5, 2011. These one year forward targets reflected each analyst's estimate of the future public market trading price of our common stock and were not discounted to reflect present values. The range of undiscounted analyst price targets for our common stock was $7.00 to $11.00 per share as of December 5, 2011. USA noted that the median undiscounted analyst price target was $9.00 per share.

        USA noted that the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was $13.20 per share.

        The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for our common stock, and these estimates are subject to uncertainties, including our future financial performance and future financial market conditions.

Precedent Transactions Analysis

        USA performed a precedent transactions analysis, which is designed to imply a value of a company based on financial terms and premiums of selected transactions. In connection with its analysis, USA compared available statistics for 14 selected transactions, which we refer to as the selected precedent transactions, announced since January 1, 2009, involving enterprise software and analytics companies. USA selected the selected precedent transactions because they shared certain characteristics with this transaction. The following is a list of the selected precedent transactions reviewed and the month and year each transaction was announced:

Date Announced
  Acquiror   Target
December 2011   SAP AG   SuccessFactors, Inc.
October 2011   Oracle Corporation   RightNow Technologies, Inc.
April 2011   Apax Partners Worldwide LLP   Epicor Software Corporation
March 2011   eBay Inc.   GSI Commerce, Inc.
January 2011   The Riverside Company   Pareto Corporation
December 2010   Teradata Corporation   Aprimo, Incorporated
November 2010   Ariba, Inc.   Quadrem
November 2010   Oracle Corporation   Art Technology Group, Inc.
September 2010   International Business Machines Corporation   OpenPages
August 2010   International Business Machines Corporation   Unica Corporation
June 2010   International Business Machines Corporation   Coremetrics
November 2009   JDA Software Group, Inc.   i2 Technologies, Inc.
September 2009   Adobe Systems Incorporated   Omniture, Inc.
July 2009   International Business Machines Corporation   SPSS Inc.

        Using publicly available estimates and other information for the selected precedent transactions, USA analyzed the following statistics for the selected precedent transactions, to the extent such statistics were available:

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        Based on the analysis of the relevant metrics and time frames for the selected precedent transactions, USA selected representative ranges of implied financial multiples of the selected precedent transactions and applied these ranges of financial multiples to the relevant financial statistic for our company. For purposes of this analysis, USA utilized the company projections. For our LTM revenue and LTM EBITDA, USA used the 12 month period ending February 29, 2012 included in the company projections, and for our NTM revenue and NTM EBITDA, USA used the 12 month period ending February 28, 2013 included in the company projections. The following table summarizes USA's analysis:

Selected Precedent Transactions Financial Statistic
  Representative
Range
  Implied Value
Per Share of
Our Common Stock

Enterprise Value/LTM Revenue

  4.3x - 5.1x   $11.94 - $13.70

Enterprise Value/NTM Revenue

  3.5x - 4.4x   $11.70 - $14.07

Enterprise Value/LTM EBITDA

  25.0x - 35.0x   $4.42 - $5.44

Enterprise Value/NTM EBITDA

  15.0x - 25.0x   $5.17 - $7.35

        USA noted that the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was $13.20 per share.

        No company or transaction utilized in the precedent transactions analysis is identical to our company or the merger. In evaluating the selected precedent transactions, USA made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, which are beyond our control, such as the impact of competition on our business or the industry generally, industry growth and the absence of any adverse material change in our financial condition or the industry or in the financial markets in general.

Premiums Paid Analysis

        Using publicly available information, USA analyzed the premiums offered in the selected precedent transactions, where such premium information was available. USA also analyzed the premiums offered for a broader group of technology deals over the past three years based on a Thomson SDC data set as of December 5, 2011. The Thomson SDC data set included all announced and completed U.S. technology deals with a public target, cash only consideration, and transaction value greater than $25 million; it excluded spinoffs, recapitalizations, exchange offers, repurchases and acquisitions of remaining interest.

        For all of these transactions, USA calculated the premium represented by the offer price over the target company's average share price for the periods represented by one trading day, 30 trading days, 90 trading days and 180 trading days prior to the transaction's announcement. This analysis indicated the following premiums for those time periods prior to announcement:


Premiums Paid
Selected Precedent Transactions

Time Period Prior to Announcement
  Mean   Median  

1 day

    38 %   36 %

30 days

    44 %   45 %

90 days

    49 %   46 %

180 days

    57 %   44 %

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Premiums Paid
Thomson SDC Data Set: Last Three Years

Time Period Prior to Announcement
  25th
Percentile
  75th
Percentile
  Mean   Median  

1 day

    21 %   51 %   40 %   33 %

30 days

    25 %   52 %   46 %   39 %

90 days

    27 %   60 %   50 %   43 %

180 days

    29 %   68 %   49 %   40 %

        USA observed that our common stock closed at $8.26 on December 5, 2011 (the last full trading day prior to the meeting of our board of directors at which USA provided its oral opinion (subsequently provided in writing)). USA noted that the consideration per share of our common stock of $13.20 pursuant to the merger agreement reflected a 60% premium to the closing price per share of our common stock as of December 5, 2011, a 71% premium to the average closing price per share of our common stock for the 30 day trading period prior to and including December 5, 2011, a 93% premium to the average closing price per share of our common stock for the 90 day trading period prior to and including December 5, 2011, and a 58% premium to the average closing price per share of our common stock for the 180 day trading period prior to and including December 5, 2011.

        Based on the data analyzed from all of these transactions, USA used a one day premium reference range of 25% to 45%, and performed a premiums paid analysis using the closing price per share of our common stock on December 5, 2011, the last full trading day prior to the meeting of our board of directors at which USA provided its oral opinion (subsequently provided in writing). This analysis indicated a range of implied values per share of our company common stock of $10.33 to $11.98.

        USA noted that the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was $13.20 per share.

Discounted Future Trading Analysis

        USA performed a discounted future trading analysis, which estimates the future trading value of a company's common equity in the public markets based on assumed financial performance and discounts the resulting value to arrive at an estimated present value range for such company's stock price.

        To calculate the future trading value of our common stock, USA used three sources of estimates for our future financial performance for the fiscal years 2011 through 2015. As one source, USA utilized a research report prepared in 2011, which projected results through fiscal year 2014, which we refer to as the street equity research case 1. As another source, USA utilized another research report prepared in 2011, which also projected results through fiscal year 2014, which we refer to as the street equity research case 2. Results for fiscal year 2015 were then extrapolated for both the street equity research cases 1 and 2 assuming constant revenue growth, constant gross margin and a 2% operating income margin expansion. USA also utilized estimates prepared by our management on September 19, 2011, which projected results through fiscal year 2015, which we refer to as the company projections.

        For all three analyses, USA used fiscal year financial results ended February 28 or 29, as applicable, as a proxy for calendar results ended December 31 of the prior year. The analyses also assumed consistent share count across all three cases based on non-GAAP projections provided by our management on September 19, 2011, and that the share count and cash and cash equivalents balance as of November 11, 2013 are equal to the share count and cash and cash equivalents balance as of December 31, 2013. USA applied a discount rate range of 15.0% to 25.0%, which was chosen by USA based upon an analysis of the weighted average cost of capital of our company and taking into account macro-economic assumptions, estimates of risk and other appropriate factors.

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        The following table summarizes USA's analysis:

 
  Assumed Forward
Revenue Multiple
Range
  Implied Present
Value Per
Share of Our
Common Stock

Street Equity Research Case 1

  2.5x - 3.5x   $6.38 - $9.74  

Street Equity Research Case 2

  2.5x - 3.5x   $7.11 - $10.92

Company Projections

  2.5x - 3.5x   $7.77 - $12.14

        USA noted that the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was $13.20 per share.

Discounted Cash Flow Analysis

        USA performed a discounted cash flow analysis, which is designed to imply a potential value of a company by calculating the net present value of estimated future cash flows of the company. USA prepared two versions of the discounted cash flow analysis, one that utilized forecasts from the street equity research case 2 and one that utilized forecasts from the company projections. With respect to the analysis utilizing the street equity research case 2, forecasts through fiscal year 2014 were based on the street equity research case 2 and forecasts for fiscal years 2015 through 2018 were extrapolated assuming a constant revenue growth rate, constant gross margins, and that depreciation & amortization, capital expenditures and change in working capital would grow as a fixed percentage of revenue, and no federal tax and minimal other tax liabilities. For the analysis utilizing the company projections, forecasts through fiscal year 2015 were based on the company projections and forecasts for fiscal years 2016 through 2018 were extrapolated using the same assumptions as the street equity research case 2. USA calculated the present value of our free cash flows for fiscal years 2013 through 2017 and calculated the terminal value in fiscal year 2017 based on a NTM revenue multiple ranging from 2.5x to 3.5x, which was chosen by USA based on the growth and profitability metrics of our company and USA's judgment and experience. These values were discounted to present values as of December 31, 2011 at a discount rate ranging from 15.0% to 25.0%, which was chosen by USA based upon an analysis of the weighted average cost of capital of our company and taking into account macro-economic assumptions, estimates of risk and other appropriate factors. All references to fiscal years refer to our fiscal year ended as of February 28 or 29, as applicable.

        The following table summarizes USA's analysis:

 
  Implied Present
Value Per
Share of Our
Common Stock

Street Equity Research Case 2

  $6.98 - $11.76

Company Projections

  $9.26 - $15.83

        USA noted that the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was $13.20 per share.

        In connection with the review of the merger by our board of directors, USA performed a variety of financial and comparative analyses for purposes of rendering its opinion, as summarized above. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, USA considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. USA believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, USA may have given various analyses and factors more or less weight than other analyses and factors, and

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may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be USA's view of the actual value of our company. In performing its analyses, USA made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond our control. Any estimates contained in USA's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        USA conducted the analyses described above solely as part of its analysis of the fairness as of the date of its opinion, from a financial point of view, of the consideration to be received by the holders of shares of our common stock pursuant to the merger agreement. These analyses do not purport to be appraisals or to reflect the prices at which shares of our common stock might actually trade.

        The merger consideration to be received by the holders of shares of our common stock was determined through arm's length negotiations between our company and IBM and was approved by our board of directors. USA provided advice to our board of directors during these negotiations. USA did not, however, recommend any specific consideration to us or our board of directors or that any specific consideration constituted the only appropriate consideration for the merger.

        USA's opinion and its presentation to our board of directors was one of many factors taken into consideration by our board of directors in deciding to approve, adopt and authorize the merger agreement (see "Recommendation of DemandTec's Board of Directors and Reasons for the Merger" beginning on page 26). Consequently, the analyses as described above should not be viewed as determinative of the opinion of our board of directors with respect to the merger consideration or of whether our board of directors would have been willing to agree to different consideration.

        Our board of directors retained USA based upon USA's qualifications, experience and expertise. USA is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes. USA provides investment banking and other services to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of USA may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of our company, IBM or certain of their respective affiliates. During the two year period prior to the date of its opinion, no material relationship existed between USA and its affiliates and either our company or IBM pursuant to which compensation was received by USA or its affiliates; however, USA and its affiliates may in the future provide investment banking and other financial services to our company or IBM and their respective affiliates for which USA would expect to receive compensation.

        Our engagement letter with USA provides for USA to receive fees for its financial advisory services of approximately $4.9 million, $500,000 of which was payable upon delivery of its opinion and the remainder of which is payable contingent upon the closing of the merger. We have also agreed to reimburse USA for its expenses, including reasonable fees of outside counsel and reasonable travel costs, incurred in connection with its engagement. In addition, we have agreed to indemnify USA and its affiliates, their respective members, directors, officers, partners, agents and employees and each person, if any, controlling USA or any of its affiliates against certain losses relating to or arising out of USA's engagement or any related transactions. USA's opinion was approved by USA's fairness opinion committee in accordance with USA's customary practice.

        None of DemandTec or our affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of DemandTec compared to the information contained in the forecasts or that forecasted results will be achieved.

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Financial Forecasts

        We do not make public forecasts as to future performance or earnings beyond the current quarter and current fiscal year due to the inherent unpredictability of the underlying assumptions and estimates. For internal planning purposes but not for public disclosure, our management team periodically prepares a long-term financial plan, which our management team presents to our board. Our current internal financial plan, which we refer to as the company projections, was reviewed by our board of directors, used by USA in connection with its financial analysis of the merger consideration (see "Opinion of DemandTec's Financial Advisor" beginning on page 29) and provided to IBM. The company projections consisted of financial forecasts for the fiscal years ending February 29, 2012 and February 28, 2013, 2014 and 2015. The company projections did not give effect to the merger. The company projections were based on numerous assumptions made by our management, including assumed annual growth rates with respect to subscriptions and licenses, assumed annual renewal rates with respect to subscriptions and maintenance and assumed rates of our cost of goods sold margins.

        The financial forecasts for 2012 through 2015 fiscal years included in the company projections were as follows:

 
  Fiscal Years Ending February 28 or 29.  
 
  2012   2013   2014   2015  
 
  (In millions, except per share amounts)
 

Revenue

  $ 90.9   $ 108.9   $ 130.7   $ 156.8  

Adjusted Gross Profit

  $ 61.2   $ 74.9   $ 93.2   $ 116.1  

Adjusted Net Income

  $ (0.4 ) $ 4.3   $ 12.0   $ 23.1  

Adjusted Earnings Per Share

  $ (0.01 ) $ 0.11   $ 0.30   $ 0.54  

Free Cash Flow

  $ 1.1   $ 8.8   $ 17.0   $ 27.6  

        The adjusted gross profit, net income and earnings per share in the forecasts excluded all stock-based compensation expense, amortization of purchased intangible assets and restructuring charges. Free cash flow was calculated by adding back to adjusted net income depreciation and amortization, adding or subtracting changes in working capital and subtracting capital expenditures and other income. Adjusted gross profit, adjusted net income, adjusted earnings per share and free cash flow are non-GAAP measures that are used by our management as supplemental financial measurements to evaluate our operational trends and should not be considered as alternatives to gross profit, net income, earnings per share or cash flow as indicators of our operating performance. Adjusted gross profit, adjusted net income, adjusted earnings per share and free cash flow are not defined under generally accepted accounting principles in the United States, which we refer to as GAAP. Accordingly, they have limitations in that they do not reflect all of the amounts associated with our company's results of operations, as determined in accordance with GAAP, and may not be comparable measurements to those used by other companies.

        The company projections above are included in this proxy statement to provide our stockholders access to certain nonpublic information considered by our board of directors in connection with its evaluation of the merger, provided to USA in connection with its opinion to our board of directors, as more fully described in the section entitled "Opinion of DemandTec's Financial Advisor" beginning on page 29, and provided to IBM for the purpose of allowing it to evaluate the merger.

        The financial forecasts stated above were prepared for internal use in connection with the merger and not with a view toward public disclosure or toward complying with GAAP, the published guidelines of the Securities and Exchange Commission regarding forecasts or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The company projections included in this proxy statement were prepared by, and are the responsibility of, our management. We do not assume any responsibility to update these forecasts. Neither our independent registered public accounting firm, nor any other independent

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accountants, have compiled, examined or performed any procedures with respect to the financial forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such forecasts or their achievability, and assume no responsibility for, and disclaim any association with, the financial forecasts. Furthermore, the financial forecasts do not take into account any circumstances or events occurring after the date the forecasts were prepared that were unforeseen by our management at the time of preparation. We have made publicly available our actual results of operations for the quarter ended November 30, 2011. Our stockholders should review our Quarterly Report on Form 10-Q for the quarter ended November 30, 2011 to obtain this information. See "Where You Can Find More Information" beginning on page 84.

        The inclusion of this information should not be regarded as an indication to any stockholder that our board of directors or any other recipient of this information considered, or now considers, it to be predictive of actual future results, and they should not be relied on as such. The company projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions, as well as matters specific to our business, all of which are difficult to predict and many of which are beyond our control. As a result, there can be no assurance that the forecasted results will be realized or that actual results will not be significantly higher or lower than such forecasts. As the forecasts cover multiple years, such information by its nature becomes less predictive with each successive year. Also, the economic and business environments can and do change quickly, which adds a significant level of unpredictability, unreliability and execution risk. These factors create significant doubt as to whether the forecasts for fiscal years ended February 29, 2012 and beyond are likely to be achieved. As a result, the forecasts are not necessarily indicative of future results. In addition, our management prepared the forecasts prior to the execution of the merger agreement and, accordingly, the forecasts do not reflect the effects of the merger, which may cause results to differ materially. Accordingly, readers of this proxy statement are cautioned not to place undue reliance on the financial forecasts.

        None of our company or our affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of our company compared to the information contained in the forecasts or that forecasted results will be achieved.

        BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF ITS INTERNAL FINANCIAL FORECASTS, WE UNDERTAKE NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FORECASTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL FORECASTS ARE SHOWN TO BE IN ERROR OR CHANGE.


Interests of DemandTec's Executive Officers and Directors in the Merger

        When considering the recommendation of our board of directors, you should be aware that members of our board of directors and our executive officers have interests in the merger in addition to their interests as DemandTec stockholders generally, pursuant to certain agreements between such directors and executive officers and us and, in the case of certain of the executive officers, pursuant to offer letters with IBM. These interests are described below and may be different from, or in conflict with, your interests as a DemandTec stockholder. The members of our board of directors were aware of the material facts as to these additional interests, and considered them, when they approved the merger agreement.

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Overview

        Our non-employee directors are entitled to certain equity acceleration benefits in connection with the merger, as described below in "—Treatment of Equity Awards Held by Our Non-Employee Directors" on page 41.

        Each of Messrs. Fishback and Phelps has received and accepted an offer letter from IBM. These offer letters will supersede and replace their existing arrangements with us. The offer letters with IBM will be effective upon the closing of the merger and will provide certain retention, severance and equity compensation benefits to such individuals.

        Mr. Culhane's employment arrangements with DemandTec will remain in effect following the merger because he has not received an offer letter from IBM. His employment arrangement and unvested equity awards provide certain severance and equity acceleration benefits.

        In addition, the consulting agreement entered into between DemandTec and Michael Bromme, our former Senior Vice President, Retail, will remain in effect.

        Each of Messrs. Fishback, Culhane and Phelps has entered into a non-competition and non-solicitation agreement with IBM that will become effective upon the closing of the merger. Mr. Bromme is subject to a non-solicitation agreement entered into in connection with his consulting agreement and pursuant to his employee proprietary information and inventions agreement with DemandTec.

Treatment of Equity Awards Held by Our Non-Employee Directors

        Pursuant to the terms of the DemandTec agreements evidencing equity awards granted to each of our non-employee directors, all of the then-unvested RSUs held by each of Ronald Baker, Ronald Codd, Linda Fayne Levinson, Victor Lund, Joshua Pickus and Charles Robel will become fully vested at the effective time of the merger. None of our non-employee directors hold unvested, in-the-money options (based on the $13.20 per share value that will be paid in connection with the merger).

        In addition, pursuant to deferral election agreements entered into with DemandTec, vested RSUs held by each of Ronald Codd, Linda Fayne Levinson, Victor Lund and Charles Robel will be settled on an accelerated basis in connection with the merger.

        The general treatment of options and RSUs in the merger, including such awards held by our non-employee directors, is described below under "—Treatment of Outstanding Options" and "—Treatment of Outstanding Restricted Stock Units" beginning on pages 53 and 54, respectively.

DemandTec Employment and Consulting Arrangements

        Pursuant to each of their employment arrangements with DemandTec, if the employment of Messrs. Fishback, Culhane or Phelps is terminated without "cause" (as defined in their employment arrangements with DemandTec) at any time or due to the officer's resignation for "good reason" (as defined in their employment arrangements with DemandTec) within 12 months after a change in control of DemandTec, the applicable individual is entitled to receive severance equal to six months of his base salary. In such event, Messrs. Fishback and Culhane are also entitled to reimbursement of their premiums for medical and dental insurance under COBRA or to continued coverage under then-applicable medical, dental, life and disability insurance programs for six months after the date of termination, and Mr. Phelps is entitled to a payment equal to six months of his COBRA premiums. Such severance benefits, with respect to Messrs. Fishback and Culhane, are contingent on the executive executing a release of claims in favor of DemandTec. The merger would constitute a change in control for purposes of these arrangements.

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        In addition, the unvested RSUs held by Messrs. Fishback, Culhane and Phelps provide for full vesting if the officer's service is terminated by DemandTec without "cause" (as defined in the applicable equity award agreement) or the officer resigns for "good reason" (as defined in the applicable equity award agreement) within 12 months after a change in control of DemandTec. Mr. Phelps has two unvested stock options, one which would fully vest under the circumstances described in the preceding sentence and the other which would vest with respect to 50% of the then-unvested option shares. The merger would constitute a change in control for purposes of these DemandTec equity awards.

        As described below, the severance and equity acceleration benefits Messrs. Fishback and Phelps are entitled to receive pursuant to their existing DemandTec employment arrangements and equity award agreements will be superseded by their IBM offer letters at the effective time of the merger. The DemandTec employment arrangement and equity award agreements with Mr. Culhane will remain in effect following the merger because he has not received an offer letter from IBM.

        Pursuant to his consulting agreement with DemandTec, if Mr. Bromme's service is terminated by DemandTec prior to October 9, 2012, which is the 12-month anniversary of the effective date of the consulting agreement, other than due to Mr. Bromme's material breach of the consulting agreement or his employee proprietary information and inventions agreement with DemandTec, Mr. Bromme will be entitled to receive a lump-sum amount equal to the monthly compensation he would have earned from the date of such termination through such 12-month anniversary. This agreement will remain in effect following the merger.

IBM Offer Letters

        Each of Messrs. Fishback and Phelps has received and accepted an offer letter from IBM that is conditioned upon the closing of the merger and the executive officer's continued employment with DemandTec through the closing of the merger. Upon the closing of the merger and the effectiveness of such offer letters, each of Messr. Fishback's and Phelps's existing employment arrangements with DemandTec will terminate, and they will no longer be entitled to any payments or benefits under those arrangements or to any acceleration of vesting of equity-based awards upon termination of employment under the agreements evidencing each such award, other than as described in their offer letters with IBM. Each executive officer's employment by IBM is "at will" and may be terminated at any time for any reason, subject to the obligations described below and applicable law. Pursuant to Mr. Fishback's offer letter with IBM, it is anticipated that his employment will end on the 12-month anniversary of the closing of the merger, unless he is offered and accepts continuing employment with IBM.

        Salary and Incentive Compensation.    The offer letter provided by IBM to Mr. Fishback provides for an annual base salary of $600,000 upon his transition to IBM's payroll. Mr. Fishback will not be entitled to participate in any IBM cash incentive programs. The offer letter provided by IBM to Mr. Phelps provides that the base salary and target cash incentive opportunity to which he will be entitled upon his transition to IBM's payroll will be determined by IBM following the closing of the merger; however, during the 24-month period following such closing, neither his base salary nor his target total cash opportunity will be reduced from the amounts in effect with DemandTec as of immediately prior to the closing.

        Treatment of DemandTec Equity Awards.    The general treatment of options and RSUs in the merger, including such awards held by our executive officers, is described below under "—Treatment of Outstanding Stock Options" and "—Treatment of Outstanding Restricted Stock Units" beginning on page 53. Pursuant to his offer letter with IBM, if (i) Mr. Fishback's employment is terminated by IBM without "cause" (as such term is described in his offer letter with IBM) prior to the 12-month anniversary of the closing of the merger and subject to execution of IBM's standard release of claims or (ii) Mr. Fishback remains employed by IBM on the 12-month anniversary of the closing of the

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merger and certain milestones described in his offer letter with IBM have been satisfied, all of the converted DemandTec RSUs held by Mr. Fishback that are unvested as of such date will vest in full. Pursuant to his offer letter with IBM, and subject to the execution of IBM's standard release of claims, if Mr. Phelps is terminated by IBM without "cause" (as such term is described in his offer letter with IBM) prior to the one-year anniversary of the closing of the merger, all of the converted DemandTec options and RSUs held by Mr. Phelps that are unvested as of such termination date will vest in full (other than with respect to one option granted to Mr. Phelps in 2008, which will accelerate with respect to 50% of the then-unvested shares subject to such option).

        Transition Program.    Under the terms of the offer letter provided by IBM to Mr. Fishback, Mr. Fishback will be entitled to participate in a transition program pursuant to which he will be eligible to receive a cash payment equal to $400,000 payable on the 12-month anniversary of the closing of the merger, subject to continued employment through such date and the achievement of certain milestones set forth in his IBM offer letter. If Mr. Fishback's employment is terminated by IBM without "cause" (as such term is described in his offer letter with IBM), or if his employment is terminated due to his death or disability, prior to the 12-month anniversary of the closing of the merger, he will be entitled to the full amount of his cash payment under the transition program, subject to the execution of IBM's standard release of claims.

        Retention Program.    Under the terms of the offer letter provided by IBM to Mr. Phelps, Mr. Phelps will be entitled to participate in a retention program pursuant to which he will be eligible to receive an aggregate of $600,000 payable following each of three milestone periods, subject to continued employment through the applicable milestone period and the achievement of certain milestones set forth in his offer letter. The first milestone period begins on the closing date of the merger and ends on the six-month anniversary of the closing date; the second milestone period begins on the six-month anniversary of the closing date and ends on the one-year anniversary of the closing date; and the third milestone period begins on the one-year anniversary of the closing date and ends on the two-year anniversary of the closing date. Up to ten percent of the aggregate bonus may be paid at the end of the first milestone period; up to 20% may be paid at the end of the second milestone period; and up to 70% may be paid at the end of the third milestone period. If Mr. Phelps's employment is terminated by IBM without "cause" (as such term is described in his offer letter with IBM) or due to his death or disability prior to the second anniversary of the closing of the merger, he will be entitled to receive the retention payment for the then-applicable milestone period, subject to his execution of IBM's standard release of claims.

        Severance Payment.    The IBM offer letter with Mr. Phelps provides that if Mr. Phelps's employment is terminated by IBM without "cause" (as such term is described in his offer letter with IBM) on or prior to the six-month anniversary of the closing of the merger, he will be entitled to a lump-sum cash payment equal to $160,452, less any amounts received or receivable under the retention program described above as of the date of his termination. The severance payment is contingent on Mr. Phelps executing IBM's standard release of claims.

        Definition of "Cause."    "Cause" is described in each IBM offer letter as cause, as determined by IBM in accordance with its standard policies and procedures, which includes, among other things, any violation of IBM policy and/or failure to perform satisfactorily, and without regard to how "cause" is defined in any plan, policy or program, any offer letter, any agreement between the executive and DemandTec or any amendment thereto.

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Non-Competition Agreements

        Each of Messrs. Fishback, Culhane and Phelps has executed a noncompetition agreement with IBM, which provides that for certain periods following termination of employment and following the closing of the merger, each will be subject to restrictive covenants that generally prohibit them, in any capacity, directly or indirectly, from having any relationship with a business that involves engaging or assisting in the design, development, distribution, support, marketing, consulting on, licensing or selling software, solutions or services that include or relate to hosted and on-premise based price and promotion optimization software, services or trading networks, including such software, services and trading networks as they relate to category management, price optimization, promotion management, assortment optimization, merchandising and shopper analytics and trade optimization. During the restricted period, such agreement also prohibits each executive from soliciting any customers, employees or consultants of DemandTec or the IBM business unit into which DemandTec will be integrated.

        Pursuant to his consulting and employee proprietary information and inventions agreements with DemandTec, Mr. Bromme is prohibited from soliciting employees or customers of DemandTec for a period of one year following the later of the termination of his consulting agreement or the termination of his employment.

Waiver of Performance-Based Vesting Conditions Applicable to RSUs

        Many of our employees, including Messrs. Fishback, Culhane, Phelps and Bromme, were granted performance-based RSUs in April 2011 that vest based on the achievement of financial metrics for our fiscal year ending February 29, 2012, and continued service through specified vesting dates thereafter. Provided the merger occurs before February 29, 2012, the parties have agreed to assume that the performance goals applicable to the RSUs will be achieved at 100% of target performance, and following the effective time of the merger, such RSUs will vest solely on the basis of the service-based vesting conditions applicable to the awards. Mr. Bromme's performance-based RSUs were forfeited in connection with his termination of employment.

Compensation Summary

        The following table sets forth the following cash compensation for each of our executive officers:

Name of Executive Officer
  Annual IBM
Base Salary or
Severance
Payment ($)
  Aggregate Cash
Transition/Retention
Bonus ($)
 

Daniel Fishback

    600,000     400,000  

Mark Culhane

    185,452     N/A  

William Phelps

    300,000     600,000  

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        The table below sets forth, as of December 15, 2011, for each of our directors and executive officers, the total number of all vested and unvested, in-the-money stock options held and the dollar value of such stock options. None of our directors hold any unvested, in-the-money options and none of the unvested, in-the-money options held by our executive officers will accelerate at the closing of the merger. The table below does not take into account any additional acceleration of stock option vesting that could occur upon termination of service under specified circumstances pursuant to the executive officers' offer letters with IBM or employment arrangements with DemandTec; however, see "—Potential Payments in Connection with a Change in Control" beginning on page 46 below.

Name
  Total Number of
All Options(1)
  Dollar Value of
All Options ($)(2)
 

Directors:

             

Ronald Baker

    30,000     109,200  

Ronald Codd

    120,000     673,200  

Daniel Fishback

    1,070,000     11,604,000  

Linda Fayne Levinson

    150,000     1,453,200  

Victor Lund

    187,500     1,590,150  

Joshua Pickus

    120,000     673,200  

Charles Robel

    120,000     957,450  

Other Executive Officers:

             

Mark Culhane

    302,500     3,104,750  

William Phelps

    497,000     1,656,410  

Michael Bromme

    0     0  

(1)
The number of all options includes in-the-money, vested options that will be cancelled for a cash payment at the closing of the merger and unvested options that will be converted into options for IBM's common stock.

(2)
The dollar value of options is calculated by subtracting the per share exercise price of the options from $13.20 per share and multiplying the amount of this difference by the number of shares subject to the options.

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        The table below sets forth, as of December 15, 2011, for each of our directors and executive officers, the number of RSUs whose vesting will accelerate at the closing of the merger and the dollar value of such RSUs, as well as the number of all RSUs held (including those vesting at the closing of the merger) and the dollar value of such RSUs. The table below does not take into account any additional acceleration of vesting that could occur upon termination of service under specified circumstances pursuant to the officers' offer letters with IBM or employment arrangements with DemandTec; however, see "—Potential Payments in Connection with a Change in Control" beginning on page 46 below.

Name
  Total Number of
RSUs Whose
Vesting Will
Accelerate at the
Closing
  Dollar Value of
Accelerated
RSUs ($)(1)
  Total Number of
All RSUs(2)
  Dollar Value
of All RSUs ($)(1)
 

Directors:

                         

Ronald Baker

    11,299     149,146.80     11,299     149,146.80  

Ronald Codd

    11,299     149,146.80     22,630     298,716.00  

Daniel Fishback

    0     0     253,200     3,342,240.00  

Linda Fayne Levinson

    11,299     149,146.80     22,630     298,716.00  

Victor Lund

    22,598     298,293.60     45,260     597,432.00  

Joshua Pickus

    11,299     149,146.80     11,299     149,146.80  

Charles Robel

    11,299     149,146.80     22,630     298,716.00  

Other Executive Officers:

                         

Mark Culhane

    0     0     114,375     1,509,750.00  

William Phelps

    0     0     95,000     1,254,000.00  

Michael Bromme

    0     0     0     0  

(1)
The dollar value of each RSU is calculated by multiplying the number of shares underlying the RSU by $13.20.

(2)
The total number of RSUs includes RSUs whose vesting will accelerate at the closing of the merger and unvested RSUs that will be converted into RSUs with respect to IBM's common stock. Assuming the merger occurs before February 29, 2012, such number includes 18,750 performance RSUs with respect to Mr. Fishback, 9,792 performance RSUs with respect to Mr. Culhane and 8,333 performance RSUs with respect to Mr. Phelps that will be canceled in connection with the merger.

Potential Payments in Connection with a Change in Control

        The following table is intended to comply with Item 402(t) of Regulation S-K and sets forth the amount of payments and benefits that may be paid or become payable to each named executive officer of DemandTec in connection with the merger pursuant to the DemandTec employment and consulting arrangements and the IBM offer letters described above, assuming (i) the consummation of the merger occurred on December 15, 2011 and (ii) for purposes of estimating severance and equity acceleration benefits, that the service of the named executive officer also terminated on such date under the circumstances described below.

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Golden Parachute Compensation

Name of Named Executive Officer
  Cash ($)   Equity ($)(5)(6)(7)   Perquisites/
Benefits ($)
  Other ($)   Total* ($)  

Daniel Fishback
President and Chief Executive Officer

    (1)   2,376,000.00         400,000.00 (8)   2,776,000.00  

Mark Culhane
Executive Vice President and Chief Financial Officer

   
175,000.00

(2)
 
1,380,495.60
   
10,452.00

(2)
 
   
1,565,947.60
 

William Phelps
Executive Vice President and Chief Operating Officer

   
100,452.00

(3)
 
1,144,004.40
   
   
600,000.00

(9)
 
1,844,456.40
 

Michael Bromme
Former Senior Vice President, Retail

   
167,670.00

(4)
 
   
   
   
167,670.00
 

*
The total amount is an estimate based on multiple assumptions that may or may not occur. The actual total amount received by an officer may differ in material respects from the amount reflected in this column depending on future circumstances.

(1)
As described above, pursuant to his IBM offer letter, Mr. Fishback has waived any rights to the severance benefits he was eligible for pursuant to his DemandTec employment arrangement. However, as described in footnote 8 below, if Mr. Fishback's employment is terminated by IBM without cause or due to his death or disability, in each case prior to the 12-month anniversary of the closing of the merger, he will be entitled to receive the full amount of the transition payment set forth in the "Other" column, subject to execution of IBM's standard release of claims. This would constitute a "double trigger" benefit as it is contingent on a qualifying termination of Mr. Fishback's employment following the merger.

(2)
As described above, pursuant to his DemandTec employment arrangement, Mr. Culhane is eligible for severance benefits if Mr. Culhane's employment is terminated without cause or he resigns for good reason within 12 months after the closing of the merger consisting of (i) a lump-sum payment equal to six months of his base salary (this amount is included in the "Cash" column and was calculated using Mr. Culhane's current base salary) and (ii) reimbursement of premiums for medical and dental insurance coverage under COBRA or continued coverage under DemandTec's medical, dental, life and disability insurance programs, in either case for a period of six months (this amount is included in the "Perquisites/Benefits" column and was calculated using an assumed monthly rate under COBRA of $1,742, which reflected rates in effect for the 2011 calendar year), subject to his execution of a release of claims. These would constitute "double trigger" benefits as such benefits are contingent on a qualifying termination of Mr. Culhane's employment following the merger.

(3)
As described above, pursuant to his IBM offer letter, Mr. Phelps has waived any rights to the severance benefits he was eligible for pursuant to his DemandTec employment arrangement. Pursuant to his IBM offer letter, Mr. Phelps is eligible for a severance payment equal to $160,452 (less any amounts received or receivable pursuant to the retention program described in footnote 9 below) if his employment is terminated by IBM without cause within six months after closing of the merger and subject to his execution of IBM's release of claims. However, as described in footnote 9 below, in such event Mr. Phelps would be entitled to receive $60,000 of the retention payment in the "Other" column, and his severance payment would be reduced by an equal amount. This would constitute a "double trigger" benefit as it is contingent on a qualifying termination of Mr. Phelps's employment following the merger.

(4)
As described above, pursuant to his consulting agreement with DemandTec, upon a termination of his consulting agreement for a reason other than a material breach by Mr. Bromme, Mr. Bromme would be entitled to receive a lump-sum amount equal to the monthly compensation he would have earned from the date of such termination through the 12-month anniversary of the consulting agreement. In addition, if less than 5 days advance notice of termination is provided to Mr. Bromme, he will also be entitled to a lump-sum payment of $1,000 in lieu of notice. This would constitute a "double trigger" benefit as it is contingent on a qualifying termination of Mr. Bromme's services following the merger; however, as described above,

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(5)
As described below in "—Treatment of Outstanding Stock Options" and "—Treatment of Outstanding Restricted Stock Units," unvested stock options and RSUs held by our named executive officers will be converted into stock options and RSUs with respect to IBM's common stock. Messrs. Fishback, Culhane and Phelps are eligible for acceleration of vesting if the applicable named executive officer's service is terminated without cause (or, in the case of Mr. Culhane, if he resigns for good reason) within twelve months following the closing of the merger. Pursuant to their IBM offer letters, to be eligible to receive acceleration benefits, Messrs. Fishback and Phelps must execute IBM's standard release of claims. These would constitute "double trigger" benefits as they are contingent on a qualifying termination of each of Messrs. Fishback's, Culhane's and Phelps's employment following the merger. In addition, if Mr. Fishback remains employed by IBM on the twelve-month anniversary of the merger and certain transition milestones are satisfied, all of his unvested RSUs will vest at that time. This is a "single trigger" benefit since no termination of employment is required; however, no such vesting will occur unless the conditions described in the preceding sentence have been satisfied. The amounts in the "Equity" column assume that a qualifying termination occurred on December 15, 2011 and reflect the maximum number of options and RSUs held by each officer that could vest.

(6)
As described below in "—Treatment of Outstanding Stock Options" and "—Treatment of Outstanding Restricted Stock Units," assuming the closing of the merger occurs before February 29, 2012, the performance conditions applicable to restricted stock awards granted to many of our employees, including Messrs. Fishback, Culhane and Phelps, in April 2011 will be deemed to have been achieved at 100% of target performance, and, following the effective time, the RSUs will vest solely on the basis of the service-based vesting conditions applicable to such awards. This will result in the following number of RSUs becoming eligible for future vesting without regard to the achievement of otherwise applicable performance goals: 117,500 with respect to Mr. Fishback, 64,583 with respect to Mr. Culhane and 56,667 with respect to Mr. Phelps. These are "single trigger" benefits; however, the awards will not vest unless the service-based vesting requirements are satisfied or the acceleration benefits described in footnote 5 above are triggered.

(7)
The value of vesting acceleration has been calculated in accordance with Securities and Exchange Commission rules by multiplying the number of unvested options or RSUs accelerated by (i) the excess of the per share merger consideration of $13.20 over the option exercise price (in the case of options) or (ii) the per share merger consideration of $13.20 (in the case of RSUs). The actual value that each officer would receive if vesting accelerates following the merger could vary significantly based on the price per share of IBM's common stock at the time of vesting.

(8)
As described above, pursuant to his IBM offer letter, Mr. Fishback is eligible to receive a transition payment of $400,000 on the 12-month anniversary of the closing of the merger, subject to his continued employment through such date and the achievement of certain transition milestones. This is a "single trigger" benefit since no termination of employment is required; however, Mr. Fishback will not be entitled to such payment unless the conditions described in the preceding sentence have been satisfied. If Mr. Fishback's employment is terminated by IBM without cause or due to his death or disability, in each case prior to the 12-month anniversary of the closing of the merger, he will be entitled to the full amount of this payment, subject to the execution of IBM's standard release of claims. This would constitute a "double trigger" benefit as it is contingent on a qualifying termination of Mr. Fishback's employment following the merger.

(9)
As described above, pursuant to his IBM offer letter, Mr. Phelps is eligible to receive up to $600,000 in retention payments, based on the completion of each of three milestone periods ending on the six-month, twelve-month and twenty four-month anniversaries of the closing of the merger and the achievement of certain milestones for such periods. This is a "single trigger" benefit since no termination of employment is required; however, Mr. Phelps will not be entitled to such payment unless the conditions described in the preceding sentence have been satisfied. If Mr. Phelps's employment is terminated by IBM without cause or due to his death or disability, in each case prior to the 24-month anniversary of the closing of the merger, he will be entitled to the amount of the retention payment that would otherwise have been payable for the then-applicable milestone period, subject to the execution of IBM's standard release of claims. This would constitute a "double trigger" benefit as it is contingent on a qualifying termination of Mr. Phelps's employment following the merger.

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Indemnification and Insurance

        The surviving corporation will assume, and IBM will cause the surviving corporation and its successors and assigns to comply with and honor, all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger existing in favor of our and our subsidiaries' current or former directors or officers as provided in our and their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements as in effect on the date of the merger agreement.

        We have entered into indemnification agreements with each of our directors and certain officers. Each indemnification agreement provides that we will indemnify the director or officer to the fullest extent permitted by law for claims arising in his or her capacity as our director, officer, employee or agent, provided that he or she acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the event that we do not assume the defense of a claim against such director or officer, we are required to advance his or her expenses in connection with his or her defense, provided that he or she undertakes to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by us.

        In the event the surviving corporation consolidates with or merges into another entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its properties and assets to another entity, or if IBM dissolves the surviving corporation, IBM will cause the successors and assigns of the surviving corporation to comply with and honor the indemnification and other obligations set forth above.

        IBM will obtain or will cause to be obtained as of the effective time of the merger a "tail" insurance policy with a claims period of six years from the effective time of the merger with respect to directors' and officers' liability insurance covering those persons who were, as of the date of the merger agreement, covered by our directors' and officers' liability insurance policy, for acts or omissions occurring prior to the effective time of the merger, on terms that are no less favorable than our policies in effect on the date of the merger agreement. Prior to the closing of the merger, IBM will prepay such insurance for the six-year period, but in no event will IBM or the surviving corporation be required to pay, with respect to the entire six-year period following the effective time of the merger, premiums for insurance which in the aggregate exceed 300% of the aggregate premiums paid by us for the period from August 8, 2011 to, and including, August 8, 2012.


Legal Proceeding Regarding the Merger

        Since the announcement of the merger, we and our directors were named as defendants in a purported class action brought by an alleged DemandTec stockholder. The lawsuit, which names us, our directors, IBM and Cudgee Acquisition Corp. as defendants, was filed on January 4, 2012, in the Superior Court of the State of California in and for the County of Santa Clara and is captioned Strategic Trading Company v. DemandTec, Inc., et al., Case No. 112CV216048.

        The action, purportedly brought on behalf of a class of our stockholders, asserts claims that our directors purportedly breached their fiduciary duties to our stockholders in connection with the proposed merger. The action further claims that IBM and Cudgee Acquisition Corp. aided and abetted those alleged breaches of fiduciary duties. The plaintiff in the action seeks equitable relief, including an injunction preventing the consummation of the proposed merger, rescission in the event the merger is consummated, and an award of attorneys' and other fees and costs. We believe that the claims are without merit.

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Appraisal Rights

        If you do not vote for the adoption of the merger agreement at the special meeting and otherwise comply with the applicable statutory procedures of Section 262 of the DGCL, summarized herein, you may be entitled to appraisal rights under Section 262 of the DGCL. In order to exercise and perfect appraisal rights, a record holder of our common stock must follow the steps prescribed in Section 262 of the DGCL and summarized below properly and in a timely manner.

        Section 262 of the DGCL is reprinted in its entirety as Annex C to this proxy statement. Set forth below is a summary description of Section 262 of the DGCL. The following summary describes the material aspects of Section 262 of the DGCL, and the law relating to appraisal rights and is qualified in its entirety by reference to Annex C. All references in Section 262 and this summary to "stockholder" are to the record holder of the shares of our common stock immediately prior to the effective time of the merger as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

        ANY DEMANDTEC STOCKHOLDER WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE HIS, HER OR ITS RIGHT TO DO SO SHOULD REVIEW ANNEX C CAREFULLY AND SHOULD CONSULT HIS, HER OR ITS LEGAL ADVISOR, SINCE FAILURE TO TIMELY COMPLY WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF SUCH RIGHTS.

        Under the DGCL, holders of our common stock who follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery, or the Delaware Court, and to receive payment in cash of the "fair value" of those shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, on the amount determined to be the fair value.

        Under Section 262 of the DGCL, where a merger agreement relating to a proposed merger is to be submitted for adoption at a meeting of stockholders, as in the case of the special meeting, the corporation, not less than 20 days prior to such meeting, must notify each of its stockholders who was a stockholder on the record date with respect to shares for which appraisal rights are available, that appraisal rights are so available, and must include in each such notice a copy of Section 262 of the DGCL. This proxy statement constitutes such notice to the holders of our common stock and Section 262 of the DGCL is attached to this proxy statement as Annex C. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his right to do so should review the following discussion and Annex C carefully and should consult his, her or its legal advisor, because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

        If you wish to exercise appraisal rights you must not vote for the adoption of the merger agreement and must deliver to DemandTec, before the vote on the proposal to adopt the merger agreement, a written demand for appraisal of such stockholder's shares of our common stock. If you sign and return a proxy card or vote by submitting a proxy by telephone, through the Internet or by fax, without expressly directing that your shares of our common stock be voted against the adoption of the merger agreement, you will effectively waive your appraisal rights because such shares represented by the proxy will be voted for the adoption of the merger agreement. Accordingly, if you desire to exercise and perfect appraisal rights with respect to any of your shares of common stock, you must either refrain from executing and returning the enclosed proxy card and from voting in person or by submitting a proxy by telephone, through the Internet or by fax, in favor of the proposal to adopt the merger agreement or check either the "against" or the "abstain" box next to the proposal on such card or vote in person or by submitting a proxy by telephone, through the Internet or by fax, against the proposal or register in person an abstention with respect thereto. A vote or proxy against the adoption of the merger agreement will not, in and of itself, constitute a demand for appraisal.

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        A demand for appraisal will be sufficient if it reasonably informs DemandTec of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder's shares of common stock. This written demand for appraisal must be separate from any proxy or vote abstaining from or voting against the adoption of the merger agreement. If you wish to exercise your appraisal rights you must be the record holder of such shares of our common stock on the date the written demand for appraisal is made and you must continue to hold such shares through the effective time of the merger. Accordingly, a stockholder who is the record holder of shares of common stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the effective time of the merger, will lose any right to appraisal in respect of such shares.

        Only a holder of record of shares of our common stock on January 9, 2012, the record date for the special meeting, is entitled to assert appraisal rights for such shares of our common stock registered in that holder's name. A demand for appraisal should be executed by or on behalf of the holder of record, fully and correctly, as the holder's name appears on the stock certificates and must state that such person intends thereby to demand appraisal of his, her or its shares. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand for appraisal should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including one for two or more joint owners, may execute the demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for such owner or owners.

        A record holder such as a broker who holds shares as nominee for several beneficial owners may exercise appraisal rights with respect to the shares of our common stock held for one or more beneficial owners while not exercising such rights with respect to the shares held for other beneficial owners; in such case, the written demand should set forth the number of shares as to which appraisal is sought. Where the number of shares of our common stock is not expressly stated, the demand will be presumed to cover all shares held in the name of the record owner. If you hold your shares in brokerage accounts or other nominee forms and wish to exercise your appraisal rights, you are urged to consult with your broker to determine the appropriate procedures for the making of a demand for appraisal.

        All written demands for appraisal of shares must be mailed or delivered to: DemandTec, Inc., One Franklin Parkway, Building 910, San Mateo, California 94403, Attention: Michael McAdam, General Counsel.

        Within ten days after the effective time of the merger, we will notify each stockholder of the effective time of the merger who properly asserted appraisal rights under Section 262 and has not voted for the adoption of the merger agreement. Within 120 days after the effective time of the merger, but not thereafter, we or any stockholder who has complied with the statutory requirements summarized above may commence an appraisal proceeding by filing a petition in the Delaware Court demanding a determination of the fair value of the shares held by such stockholder. If no such petition is filed, appraisal rights will be lost for all stockholders who had previously demanded appraisal of their shares. We are not under any obligation, and we have no present intention, to file a petition with respect to appraisal of the value of the shares. Accordingly, if you wish to exercise your appraisal rights, you should regard it as your obligation to take all steps necessary to perfect your appraisal rights in the manner prescribed in Section 262 of the DGCL.

        Within 120 days after the effective time of the merger, any stockholder who has complied with the provisions of Section 262 of the DGCL will be entitled, upon written request, to receive from us a statement setting forth the aggregate number of shares of our common stock not voted in favor of adoption of the merger agreement and with respect to which demands for appraisal were received by

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us, and the number of holders of such shares. Such statement must be mailed within ten days after the written request therefor has been received by us or within ten days after expiration of the period for delivery of appraisal demands, whichever is later. A person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file an appraisal petition or request from us the statement described in this paragraph.

        If a petition for an appraisal is timely filed and a copy thereof served upon us, we will then be obligated, within 20 days after such service, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of the stockholders who have demanded appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the Delaware Court, the Delaware Court is empowered to conduct a hearing on such petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court may require the stockholders who demanded appraisal rights of our shares of common stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any stockholder fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such stockholder.

        After the Delaware Court determines which stockholders are entitled to appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Delaware Court shall take into account all relevant factors. Unless the Delaware Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. If you are considering seeking appraisal, you should be aware that the fair value of your shares as determined under Section 262 of the DGCL could be more than, the same as or less than the consideration you are entitled to receive pursuant to the merger agreement if you did not seek appraisal of your shares and that investment banking opinions as to the fairness from a financial point of view of the consideration payable in a merger are not necessarily opinions as to fair value under Section 262 of the DGCL.

        The Delaware Court will direct the payment of the fair value of the shares of our common stock to those stockholders who have perfected appraisal rights, together with interest, if any. The Delaware Court will determine the amount of interest, if any, to be paid on the amounts to be received by persons whose shares of our common stock have been appraised. The costs of the action (which do not include attorneys' or expert fees or expenses) may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable. The Delaware Court may also order that all or a portion of the expenses incurred by any stockholder in connection with an appraisal, including without limitation reasonable attorneys' fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all of the shares entitled to appraisal. In the absence of such determination or assessment, each party bears its own expenses.

        Any stockholder who has duly demanded and perfected an appraisal in compliance with Section 262 of the DGCL will not, after the effective time of the merger, be entitled to vote his or her shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to holders of record of shares of our common stock as of a date prior to the effective time of the merger.

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        At any time within 60 days after the effective time of the merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw his or her demand for appraisal and to accept the cash payment for his or her shares pursuant to the merger agreement. After this period, a stockholder may withdraw his or her demand for appraisal only with our written consent. If no petition for appraisal is filed with the Delaware Court within 120 days after the effective time of the merger, a stockholder's right to appraisal will cease and he or she will be entitled to receive the cash payment for his or her shares pursuant to the merger agreement, as if he or she had not demanded appraisal of his or her shares. No petition timely filed in the Delaware Court demanding appraisal will be dismissed as to any stockholder without the approval of the Delaware Court, and such approval may be conditioned on such terms as the Delaware Court deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the merger consideration offered pursuant to the merger agreement within 60 days after the effective date of the merger.

        If you properly demand appraisal of your shares of our common stock under Section 262 and you fail to perfect, or effectively withdraw or lose, your right to appraisal, as provided in the DGCL, your shares will be converted into the right to receive the consideration receivable with respect to such shares in accordance with the merger agreement. You will fail to perfect, or effectively lose or withdraw, your right to appraisal if, among other things, no petition for appraisal is filed within 120 days after the effective time of the merger, or if you deliver to us a written withdrawal of your demand for appraisal. Any such attempt to withdraw an appraisal demand more than 60 days after the effective time of the merger will require our written approval.

        If you desire to exercise your appraisal rights, you must not vote for the adoption of the merger agreement and must strictly comply with the procedures set forth in Section 262 of the DGCL.

        Failure to take any required step in connection with the exercise of appraisal rights will result in the termination or waiver of such rights.

        THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. THOSE INDIVIDUALS OR ENTITIES WISHING TO EXERCISE THEIR APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL SHALL GOVERN.


Treatment of Outstanding Stock Options

        Cash-Out Options.    Each outstanding option to acquire shares of our common stock to the extent (i) vested (or vesting in connection with the merger), (ii) held by any of our or our subsidiaries' non-employee directors, consultants or independent contractors (other than certain unvested options described in the following paragraph) or (iii) such option has an exercise price per share greater than or equal to the merger consideration of $13.20 per share will be cancelled at the effective time of the merger and will be converted into the right of the holder thereof to receive in consideration for such cancellation an amount in cash, without interest and less any applicable withholding taxes, payable at or as soon as practicable following the effective time of the merger, equal to the product of the number of shares of our common stock that are subject to such option and the excess, if any, of the merger consideration of $13.20 per share over the exercise price per share of the common stock subject to such option.

        Specified Stock Options.    Each outstanding option to acquire shares of our common stock that is unvested, held by certain of our or our subsidiaries' consultants or independent contractors and that

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has an exercise price per share less than the per share merger consideration of $13.20 will be cancelled at the effective time of the merger. IBM will pay each holder of such an option, following each applicable date after the effective time of the merger on which such option would have vested (each such date is referred to herein as a "vesting date"), an amount in cash equal to the product of the number of shares of our common stock that were subject to such option and that would have vested on the applicable vesting date, and the excess of the merger consideration of $13.20 per share over the exercise price per share of the common stock subject to such option, so long as such holder continues to provide services to IBM or its subsidiaries through the applicable vesting date. Notwithstanding the foregoing, IBM (in its sole discretion) may elect to treat an option described in this paragraph in the manner described in the preceding paragraph if it determines it is necessary to avoid adverse tax consequences under Section 409A of the Internal Revenue Code.

        Rollover Options.    Each outstanding option to acquire shares of our common stock that will not be cancelled in the manner described in the preceding two paragraphs will be converted into an option to acquire, on substantially the same terms and conditions as were applicable to such option prior to the effective time of the merger, the number of shares of IBM's common stock equal to the product of the number of shares of our common stock that are subject to such option and the exchange ratio, rounded down to the nearest whole share of IBM's common stock. The exchange ratio is a fraction, the numerator of which is the merger consideration of $13.20 per share and the denominator of which is the average closing price per share of IBM's common stock on the New York Stock Exchange Composite Transactions Tape on the 20 trading days immediately prior to the closing date of the merger. The exercise price per share of IBM's common stock as of immediately following such conversion will be equal to the per share exercise price for the shares of our common stock otherwise purchasable pursuant to such option divided by the exchange ratio, rounded up to the nearest whole cent.


Treatment of Outstanding Restricted Stock Units

        Cash-Out RSUs.    Each outstanding RSU to the extent (i) vested (or vesting in connection with the merger) or (ii) held by any of our or our subsidiaries' non-employee directors, consultants or independent contractors (other than certain unvested RSUs described in the following paragraph) will be cancelled at the effective time of the merger and will be converted into the right of the holder thereof to receive in consideration for such cancellation an amount in cash, without interest and less any applicable withholding taxes, payable at or as soon as practicable following the effective time of the merger, equal to the product of the number of shares of our common stock that are subject to such RSU and the merger consideration of $13.20 per share.

        Specified RSUs.    Each outstanding RSU that is unvested and held by certain of our or our subsidiaries' consultants or independent contractors will be cancelled at the effective time of the merger. IBM will pay each holder of such an RSU, following each applicable vesting date, an amount in cash equal to the product of the number of shares of our common stock that were subject to such RSU and that would have vested on the applicable vesting date and $13.20 per share, so long as such holder continues to provide services to IBM or its subsidiaries through the applicable vesting date. Notwithstanding the foregoing, IBM (in its sole discretion) may elect to treat an RSU described in this paragraph in the manner described in the preceding paragraph if it determines it is necessary to avoid adverse tax consequences under Section 409A of the Internal Revenue Code.

        Rollover RSUs.    Each outstanding RSU that will not be cancelled in the manner described in the preceding two paragraphs will be converted at the effective time of the merger into an RSU, subject to substantially the same terms and conditions as were applicable to the RSU prior to the effective time of the merger, with respect to a number of shares of IBM's common stock equal to the product of the number of shares our common stock subject to such RSU and the exchange ratio (as described above),

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rounded down to the nearest whole share of IBM's common stock. If an RSU is subject to performance-based vesting conditions for which the performance period is scheduled to end following the effective time of the merger, the number of shares underlying the converted IBM RSU will be determined based on the assumption that the performance conditions applicable to such RSU were met at 100% of target performance, and each such RSU will vest, following the effective time of the merger, based solely on the basis of the service-based vesting conditions applicable to such RSU.


Treatment of Purchase Rights under 2007 Employee Stock Purchase Plan

        If the effective time of the merger is on or prior to April 13, 2012 (the last trading day of the current offering period under our ESPP), the ESPP and the offering period in progress will terminate on the last trading day prior to the effective time of the merger after the exercise of outstanding purchase rights at a purchase price equal to 85% of the lesser of (a) the closing price on the NASDAQ Global Market of a share of our common stock on October 15, 2011 (the last trading day before the current offering period began) and (b) the closing price on the NASDAQ Global Market of a share of our common stock on the last trading day before the effective time of the merger. If the effective time of the merger is after April 13, 2012, all purchase rights under the ESPP will be exercised in accordance with the ESPP on April 13, 2012 and the ESPP will be suspended for future offering periods as of such date.


Effective Time of the Merger

        The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed upon by IBM and us and specified in such certificate of merger. The filing of the certificate of merger will occur as soon as practicable on or after the closing, which will take place on a date to be specified by IBM, merger sub and us and which will be no later than the fifth business day after satisfaction or waiver of the conditions to the closing of the merger set forth in the merger agreement and described in this proxy statement, unless IBM and we agree to hold the closing at a different time. We currently anticipate the merger to be completed in the first quarter of calendar year 2012.


Delisting and Deregistration of Our Common Stock

        If the merger is completed, our common stock will be delisted from and will no longer be traded on The NASDAQ Global Market and will be deregistered under the Securities Exchange Act. Following the closing of the merger, we will no longer be an independent public company.


Material United States Federal Income Tax Consequences of the Merger

        The following discussion summarizes the material U.S. federal income tax consequences of the merger to holders of DemandTec common stock. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, the U.S. Treasury Regulations promulgated thereunder and judicial and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

        This discussion assumes that holders of DemandTec common stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of DemandTec common stock in light of such holder's particular circumstances, nor does it discuss the special considerations applicable to holders of our common stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual

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funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, insurance companies, dealers in securities or foreign currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their DemandTec common stock through the exercise of options or otherwise as compensation, holders who hold their DemandTec common stock as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, and holders who exercise appraisal rights. This discussion does not address any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder.

        We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the merger to holders of DemandTec common stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger. The U.S. federal income tax laws are complex and subject to varying interpretation. Accordingly, the Internal Revenue Service may not agree with the tax consequences described in this proxy statement.

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds DemandTec common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding DemandTec common stock, you should consult your own tax advisor.

        All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the receipt of cash in exchange for shares of DemandTec common stock pursuant to the merger.

        For purposes of this discussion, the term "U.S. holder" means a beneficial owner of DemandTec common stock that is, for U.S. federal income tax purposes:

        A "non-U.S. holder" is a beneficial owner (other than a partnership) of DemandTec common stock that is not a U.S. holder.

U.S. Holders.

        The conversion of shares of DemandTec common stock into cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger and such U.S. holder's adjusted tax basis in the shares converted into cash pursuant to the merger. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the holder's holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of federal income taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of DemandTec common

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stock at different times or different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of DemandTec common stock.

        A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding at the applicable rate (currently, 28%) with respect to the cash received pursuant to the merger, unless such holder properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a payee's U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

Non-U.S. Holders.

        Any gain recognized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

        A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding (currently, at a rate of 28%) will apply with respect to the cash received by such holder pursuant to the merger, unless such non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder's U.S. federal income tax liability, if any.

Appraisal Rights

        Under specified circumstances a holder may be entitled to appraisal rights in connection with the merger. If a holder of DemandTec common stock receives cash pursuant to the exercise of appraisal rights, such holder generally will recognize gain or loss, measured by the difference between the cash received and such holder's tax basis in such stock. Interest, if any, awarded in an appraisal proceeding by a court would be included in such holder's income as ordinary income for U.S. federal income tax

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purposes. Holders of DemandTec common stock who exercise appraisal rights are urged to consult their own tax advisors.

        THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO DEMANDTEC STOCKHOLDERS. THE TAX CONSEQUENCES OF THE MERGER MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH STOCKHOLDER. YOU SHOULD CONSULT YOUR TAX ADVISOR CONCERNING THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES OF THE MERGER TO YOU.


Regulatory Matters

HSR Act

        The closing of the merger is subject to expiration or termination of the applicable waiting periods under the HSR Act and the rules thereunder. Under the HSR Act and the rules thereunder, the merger may not be completed unless certain information has been furnished to the Antitrust Division of the U.S. Department of Justice and to the Federal Trade Commission and applicable waiting periods expire or are terminated. DemandTec and IBM filed their respective notification and report forms pursuant to the HSR Act with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission on December 22, 2011, and received early termination of the waiting period effective January 3, 2012.

        At any time before the effective time of the merger, notwithstanding the termination of the waiting period under the HSR Act, the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, state attorneys general, or private parties can file suit under the antitrust laws to enjoin consummation of the merger or to impose conditions on the merger. There can be no assurance that the merger will not be challenged on antitrust grounds or, if such a challenge is made, that the challenge will not be successful.

Other Jurisdictions

        The completion of the merger is also subject to comparable notifications and review under the antitrust laws of various foreign jurisdictions, including Italy and Brazil. DemandTec and IBM have filed or intend to file notifications with the appropriate governmental entities in each of those jurisdictions. Some of these jurisdictions do not require regulatory approval, consent or agreement prior to completing the merger. With respect to jurisdictions that do require regulatory approval, consent or agreement prior to completing the merger, DemandTec and IBM expect to observe the applicable waiting periods prior to completing the merger. It is possible that any of the governmental entities with which notifications are filed may seek, as conditions for granting approval of the merger, various regulatory concessions. There can be no assurance that DemandTec and IBM will be able or willing to satisfy or comply with these conditions.


THE MERGER AGREEMENT

        The following summary describes certain material provisions of the merger agreement. This summary is not complete and is qualified in its entirety by reference to the complete text of the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We urge you to read carefully the merger agreement in its entirety because this summary may not contain all the information about the merger agreement that is important to you.

        The merger agreement and the following description have been included to provide you with information regarding the terms of the merger agreement. It is not intended to provide any other factual information about DemandTec or IBM. Such information can be found elsewhere in this proxy statement and in the other public filings we and IBM make with the SEC, which are available, without charge, at http://www.sec.gov.

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        The representations and warranties described below and included in the merger agreement were made for the purposes of the merger agreement by DemandTec and IBM to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement and may be subject to important qualifications and limitations agreed to by DemandTec and IBM in connection with negotiating the terms of that agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, or may have been made for the purpose of allocating risk between DemandTec and IBM rather than establishing the matters addressed by such representations and warranties as facts. The merger agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding DemandTec and IBM or their respective businesses.


The Merger

        Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, at the effective time of the merger, merger sub, a wholly-owned subsidiary of IBM and a party to the merger agreement, will merge with and into us. We will survive the merger as a wholly-owned subsidiary of IBM and the separate corporate existence of merger sub will cease.


Effective Time; Closing

        The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed upon by IBM and us and specified in the certificate of merger. The filing of the certificate of merger will occur as soon as practicable on or after the date of closing, which will take place on a date to be specified by IBM, merger sub and us and which will be no later than the fifth business day after satisfaction or waiver of the conditions to the closing of the merger set forth in the merger agreement and described in this proxy statement, or at such other time as is agreed upon by IBM and us. Although we expect to complete the merger as soon as possible following the special meeting of our stockholders (if our stockholders adopt the merger agreement), we cannot specify when or assure that we and IBM will satisfy or waive all of the conditions to the closing of the merger. See "—Conditions to the Closing of the Merger" beginning on page 73.


Merger Consideration

        The merger agreement provides that each share of our common stock outstanding immediately prior to the effective time of the merger (other than shares held by us, IBM or by holders properly exercising appraisal rights under Delaware law) will be converted at the effective time of the merger into the right to receive $13.20 in cash, without interest and less any applicable withholding taxes.

        If any of our stockholders perfect appraisal rights with respect to any of our shares of common stock, then we will treat those shares as described under "The Merger—Appraisal Rights" beginning on page 50.


Treatment of Stock Options, Restricted Stock Units and Purchase Rights

Stock Options

        Cash-Out Options.    Each outstanding option to acquire shares of our common stock to the extent (i) vested (or vesting in connection with the merger), (ii) held by any of our or our subsidiaries' non-employee directors, consultants or independent contractors (other than certain unvested options described in the following paragraph) or (iii) such option has an exercise price per share greater than or equal to the merger consideration of $13.20 per share will be cancelled at the effective time of the

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merger and will be converted into the right of the holder thereof to receive, in consideration for such cancellation an amount in cash, without interest and less any applicable withholding taxes, payable at or as soon as practicable following the effective time of the merger, equal to the product of:

        Specified Stock Options.    Each outstanding option to acquire shares of our common stock that is unvested, held by certain of our or our subsidiaries' consultants or independent contractors and that has an exercise price per share less than the per share merger consideration of $13.20 will be cancelled at the effective time of the merger. So long as the holder of such an option continues to provide services to IBM or its subsidiaries, IBM will pay each holder of such an option, following each applicable vesting date, an amount in cash equal to the product of:

However, IBM (in its sole discretion) may elect to treat an option described in this paragraph in the manner described in "Cash-Out Options" above if it determines it is necessary to avoid adverse tax consequences under Section 409A of the Internal Revenue Code.

        Rollover Options.    Each outstanding option to acquire shares of our common stock that will not be cancelled in the manner described in the preceding two paragraphs will be converted into an option to acquire, on substantially the same terms and conditions as were applicable to such option prior to the effective time of the merger, the number of shares of IBM's common stock equal to the product of:

The exchange ratio is a fraction, the numerator of which is the merger consideration of $13.20 per share and the denominator of which is the average closing price per share of IBM's common stock on the New York Stock Exchange Composite Transactions Tape on the 20 trading days immediately prior to the closing date of the merger. The exercise price per share of IBM's common stock as of immediately following such conversion will be equal to the per share exercise price for the shares of our common stock otherwise purchasable pursuant to such option divided by the exchange ratio, rounded up to the nearest whole cent.

Restricted Stock Units

        Cash-Out RSUs.    Each outstanding RSU to the extent (i) vested (or vesting in connection with the merger) or (ii) held by any of our or our subsidiaries' non-employee directors, consultants and independent contractors (other than certain unvested RSUs described in the following paragraph) will be cancelled at the effective time of the merger and will be converted into the right of the holder thereof to receive in consideration for such cancellation an amount in cash, without interest and less any applicable withholding taxes, payable at or as soon as practicable following the effective time of the merger, equal to the product of:

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        Specified RSUs.    Each outstanding RSU that is unvested and held by certain of our or our subsidiaries' consultants or independent contractors will be cancelled at the effective time of the merger. So long as the holder of such an RSU continues to provide services to IBM or its subsidiaries, IBM will pay such holder, following each applicable vesting date, an amount in cash equal to the product of:

However, IBM (in its sole discretion) may elect to treat an RSU described in this paragraph in the manner described in "Cash-Out RSUs" above if it determines it is necessary to avoid adverse tax consequences under Section 409A of the Internal Revenue Code.

        Rollover RSUs.    Each outstanding RSU that will not be cancelled in the manner described in the preceding two paragraphs will be converted at the effective time of the merger into an RSU, on substantially the same terms and conditions as were applicable to such RSU prior to the effective time of the merger, with respect to a number of shares of IBM's common stock equal to the product of:

If an RSU is subject to performance-based vesting conditions for which the performance period is scheduled to end following the effective time of the merger, the number of converted IBM RSUs will be determined based on the assumption that the performance conditions applicable to such RSU were met at 100% of target performance and each such RSU will vest, following the effective time of the merger, based solely on the basis of the service-based vesting conditions applicable to such RSU.

Purchase Rights under 2007 Employee Stock Purchase Plan

        If the effective time of the merger is on or prior to April 13, 2012 (the last trading day of the current offering period under our ESPP), the ESPP and the offering period in progress will terminate on the last trading day prior to the effective time of the merger after the exercise of outstanding purchase rights at a purchase price equal to 85% of the lesser of (a) the closing price of a share of our common stock on the NASDAQ Global Market on October 15, 2011 (the last trading day before the current offering period began) and (b) the closing price of a share of our common stock on the NASDAQ Global Market on the last trading day before the effective time of the merger. If the effective time of the merger is after April 13, 2012, all purchase rights under the ESPP will be exercised in accordance with the ESPP on April 13, 2012 and the ESPP will be suspended for future offering periods as of such date.


Surrender of Stock Certificates; Payment of Merger Consideration; Lost Certificates

        Prior to the effective time of the merger, IBM will designate a paying agent and, from time to time after the effective time of the merger, IBM will make available to the paying agent funds in amounts as necessary for the payment of the merger consideration.

        As soon as reasonably practicable after the effective time of the merger, the paying agent will mail to each person who was a holder of record of our common stock immediately prior to the effective time of the merger a letter of transmittal containing instructions for exchanging certificates representing such shares of our common stock. Such letter of transmittal will be accompanied by a substitute IRS Form W-9 or the applicable IRS Form W-8. After the effective time of the merger, each holder of a certificate previously representing such shares of our common stock will, upon surrender to the paying

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agent of a certificate, together with a properly completed letter of transmittal, be entitled to receive the merger consideration of $13.20 in cash, less any applicable withholding taxes, for each share of our common stock represented by such certificate.

        No interest will be paid or shall accrue on the cash payable upon surrender of any such certificate. The cash paid upon surrender of any such certificate will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of our common stock formerly represented by such certificate.

        If any such certificate has been lost, stolen, defaced or destroyed, the paying agent or the surviving corporation, as the case may be, will pay the merger consideration with respect to each share of our common stock formerly represented by such certificate upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen, defaced or destroyed and, if required by the surviving corporation, the posting by such person of a bond in an amount as the surviving corporation may direct as indemnity against any claim that may be made against the surviving corporation with respect to such certificate.

        At any time following the six-month anniversary of the closing date of the merger, the surviving corporation may require the paying agent to deliver to it any funds previously made available to the paying agent that have not been disbursed to holders of certificates that formerly represented shares of our common stock. After that point, stockholders will no longer be able to receive the merger consideration from the paying agent. Instead, they will be required to seek to obtain the merger consideration only from IBM and the surviving corporation and in so doing will be treated as general creditors with respect to the payment of any such merger consideration, without any interest thereon.


Directors and Officers

        The merger agreement provides that merger sub's directors and officers immediately prior to the effective time of the merger will be the directors and officers, respectively, of the surviving corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.


Representations and Warranties

        We have made a number of representations and warranties to IBM and merger sub in the merger agreement regarding aspects of our business and other matters pertinent to the merger. The topics covered by these representations and warranties include the following:

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        Some of our representations and warranties are qualified by a material adverse effect standard. The merger agreement provides that a material adverse effect is any state of facts, change, development, event, effect, condition, occurrence, action or omission that, individually or in the aggregate, is reasonably expected to:

provided that in no event will any of the following events, effects or circumstances be deemed either alone or in combination to constitute or be taken into account in determining whether there has been or would be, a material adverse effect:

        IBM and merger sub have made a number of representations and warranties to us regarding various matters pertinent to the merger. The topics covered by these representations and warranties include the following:

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        The representations and warranties of each of the parties to the merger agreement will expire upon effective time of the merger.


Covenants

Conduct of Our Business Prior to the Merger

        In the merger agreement, we have agreed that before the effective time of the merger, subject to certain exceptions, we will carry on our, and we will cause each of our subsidiaries to carry on their, business in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of present officers, software developers and other employees, to preserve assets and technology and relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with us and our subsidiaries and to maintain franchises, rights and permits.

        In addition, we have agreed, with specified exceptions, to various restrictions, including restrictions on our and our subsidiaries' ability to:

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No Solicitation of Acquisition Proposals

        We have agreed that we will not, and will not authorize or permit any of our subsidiaries to, nor will we authorize or permit any of our or our subsidiaries' directors, officers or employees or any of our or their investment bankers, attorneys, accountants or other advisors or representatives to, directly or indirectly:

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        Despite these general prohibitions, at any time prior to the adoption of the merger agreement by our stockholders and subject to the conditions described below, we may, and may permit and authorize our subsidiaries and our and our subsidiaries' representatives to:

        We may only take these actions if:

Board Recommendation

        The merger agreement provides that neither our board of directors nor any committee of our board will, or will agree or resolve to:

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        Notwithstanding the foregoing, subject to the conditions described below, our board of directors may, at any time prior to the adoption of the merger agreement by our stockholders, in response to a superior proposal or an intervening event (as defined in the merger agreement and as described below under this heading), effect an adverse recommendation change. Our board of directors may only effect an adverse recommendation change if:

        The covenant in the merger agreement generally prohibiting us from soliciting takeover proposals does not prevent us from complying with Rule 14d-9 and 14e-2(a) promulgated under the Securities Exchange Act or from making any disclosure to our stockholders if our board of directors determines in good faith that failure to so disclose would be inconsistent with applicable law; provided, however, that in no event will we or our board of directors take, agree or resolve to take any action with respect to an adverse recommendation change that is prohibited by the merger agreement.

        A "takeover proposal" means any inquiry, proposal or offer from any person or group (other than IBM or merger sub or their affiliates) relating to, or that could reasonably be expected to lead to, in one or a series of transactions, any merger, consolidation, business combination, recapitalization, liquidation or dissolution involving us or any direct or indirect acquisition, including by way of merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition or similar transaction, of:

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        A "superior proposal" means any binding bona fide unsolicited written offer of any person (other than IBM or merger sub or their affiliates) which did not result from a breach of the non-solicitation covenants contained in the merger agreement and that, if consummated, would result in such person or its stockholders acquiring:

which offer, in the good faith judgment of our board of directors, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, (i) provides consideration that is more favorable to our stockholders than the consideration payable in the merger (taking into account all of the terms and conditions of such proposal and the merger agreement (including any changes to the terms of the merger agreement proposed by IBM in response to such superior proposal or otherwise)) and (ii) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal.

        An "intervening event" is any event, circumstance, or fact developing after the date of the merger agreement unknown to our board of directors as of the date of the merger agreement which becomes known before our stockholders adopt the merger agreement and which causes our board of directors to conclude in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation, that its failure to effect an adverse recommendation change is reasonably likely to result in a breach of its fiduciary duties to our stockholders under applicable law. The term "intervening event" does not include the receipt, existence or terms of a takeover proposal or any matter relating to a takeover proposal or any consequence of a takeover proposal.


Stockholders Meeting

        We have agreed, subject to any applicable legal restraints, to convene and hold a stockholders meeting, for the purpose of the adoption of the merger agreement by our stockholders, no earlier than the 35th calendar day or no later than the 40th calendar day (or first business day thereafter) immediately following the date of mailing of the definitive proxy statement to our stockholders, unless otherwise agreed to. Notwithstanding the foregoing, we may:

        We are required to hold the stockholders meeting regardless of whether our board of directors determines prior to the date of such meeting that the merger agreement is no longer advisable, recommends that our stockholders reject the merger agreement or makes any other adverse recommendation change. Further, our obligation to hold the stockholders meeting will not be affected by the commencement, public proposal, public disclosure or communication to us or any other person of any takeover proposal.

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Efforts to Consummate the Merger; Regulatory Matters

        We, IBM and merger sub have each agreed to use commercially reasonable efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate the merger, including using commercially reasonable efforts to accomplish the following:

        However, IBM is not required to agree to, or offer to, divest or hold separate, or enter into any licensing, business restriction or similar arrangement with respect to, any assets or any portion of its or its subsidiaries' businesses and we have also agreed not to agree to, or offer to, divest or hold separate or enter into any such arrangement with respect to our or our subsidiaries' assets or any portion of our or our subsidiaries' businesses without the prior written consent of IBM. Furthermore, IBM and its subsidiaries are not obligated to litigate or participate in the litigation of any suit, claim, action, investigation or proceeding brought by any governmental entity which:

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Conditions to the Closing of the Merger

        Our, IBM's and merger sub's obligations to effect the merger are subject to the satisfaction or waiver of the following conditions:

        IBM's and merger sub's obligations to effect the merger are further subject to the satisfaction by us or waiver by them of the following conditions:

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        Our obligations to effect the merger are subject to the further satisfaction by IBM and/or merger sub or waiver by us of the following conditions:


Termination of the Merger Agreement

        The merger agreement may be terminated under the following circumstances:

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Termination Fee and Expenses

        Each party will generally pay its own fees and expenses in connection with the merger agreement and the transactions contemplated by the merger agreement, whether or not the merger is consummated.

        We will be required to pay a termination fee of $14.0 million to IBM if:

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Indemnification and Insurance

        The surviving corporation will assume, and IBM will cause the surviving corporation and its successors and assigns to comply with and honor, all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger existing in favor of our and our subsidiaries' current or former directors or officers as provided in our and their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements as in effect on the date of the merger agreement.

        In the event the surviving corporation consolidates with or merges into another entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its properties and assets to another entity, or if IBM dissolves the surviving corporation, IBM will cause the successors and assigns of the surviving corporation to comply with and honor the indemnification and other obligations set forth above.

        IBM will obtain or will cause to be obtained as of the effective time of the merger a "tail" insurance policy with a claims period of six years from the effective time of the merger with respect to directors' and officers' liability insurance covering those persons who were, as of the date of the merger agreement, covered by our directors' and officers' liability insurance policy, for acts or omissions occurring prior to the effective time of the merger, on terms that are no less favorable than our policies in effect on the date of the merger agreement. Prior to the closing of the merger, IBM will prepay such insurance for the six-year period, but in no event will IBM or the surviving corporation be required to pay, with respect to the entire six-year period following the effective time of the merger, premiums for insurance which in the aggregate exceed 300% of the aggregate premiums paid by us for the period from August 8, 2011 to, and including, August 8, 2012.


Additional Agreements

        Except as would violate applicable law or securities exchange rules, we and IBM have agreed to consult with each other prior to making any press release or other public statements with respect to the merger.

        Except as would violate applicable law, we have agreed to give prompt notice to IBM in writing of:

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        IBM has agreed to provide us with prompt notice of:

        We have also agreed to provide IBM with the opportunity to participate in the defense of any litigation against us or our board of directors related to the merger or the other transactions contemplated by the merger agreement. While we have not agreed to give IBM the right to direct the defense of any such litigation, we have agreed to obtain the prior written consent of IBM prior to settling or satisfying any such claim.


Extension, Waiver and Amendment of the Merger Agreement

        We, IBM and merger sub may amend the merger agreement at any time prior to the closing of the merger. However, after the adoption of the merger agreement by our stockholders, no amendment can be made that by law requires approval by our stockholders without obtaining such approval.

        We, IBM or merger sub may extend the time for performance of any of the obligations or other acts of the other parties under the merger agreement, waive any inaccuracies in another party's representations and warranties and waive compliance with any of the agreements or conditions contained in the merger agreement. However, after the adoption of the merger agreement by our stockholders, no waiver can be provided that by law requires approval by our stockholders without obtaining such approval.

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SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

        The following table sets forth information with respect to the beneficial ownership of our common stock as of December 15, 2011 for:

        Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by footnote, to our knowledge, the persons and entities named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws. Securities that may be beneficially acquired within 60 days of December 15, 2011, including shares subject to options exercisable within 60 days of December 15, 2011, and restricted stock units vesting within 60 days of December 15, 2011, are deemed to be beneficially owned by the person or entity holding such securities for the purpose of computing ownership of such person or entity, but are not treated as outstanding for the purpose of computing the ownership of any other person or entity. The information as to beneficial ownership presented in the table below does not take into account any accelerated vesting that may occur in connection with the closing of the merger. The applicable percentages of beneficial ownership are based on 33,751,758 shares of common stock outstanding as of December 15, 2011 plus shares of common stock otherwise deemed outstanding under applicable SEC rules.

        Unless otherwise indicated, the principal address of each of the stockholders named below is: c/o DemandTec, Inc., One Franklin Parkway, Building 910, San Mateo, California 94403.

Name of Beneficial Owner
  Outstanding
Shares
  Right to
Acquire
Within
60 Days
  Total Number
Beneficially
Owned
  % of
Common
Stock
Outstanding
 

5% Stockholders:

                         

FMR, LLC(1)

    3,945,382         3,945,382     11.7 %

Cargill, Incorporated(2)

    2,329,269         2,329,269     6.9 %

Directors and Executive Officers:

                         

Daniel R. Fishback(3)

    235,525     1,124,450     1,359,975     3.9 %

Mark A. Culhane(4)

    171,385     302,500     473,885     1.4 %

William R. Phelps(5)

    0     439,708     439,708     1.3 %

Michael A. Bromme

    0     0     0     *  

Ronald R. Baker(6)

    11,331     55,625     66,956     *  

Ronald E.F. Codd(7)

    0     131,331     131,331     *  

Linda Fayne Levinson(8)

    0     161,331     161,331     *  

Victor L. Lund(9)

    0     210,162     210,162     *  

Joshua W.R. Pickus(10)

    6,170     120,000     126,170     *  

Charles J. Robel(11)

    0     131,331     131,331     *  

All executive officers and directors as a group (10 persons)(12)

    424,411     2,676,438     3,100,849     8.5 %

*
Less than 1% of the outstanding shares of common stock.

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(1)
Based solely on an Amendment to Schedule 13G filed with the SEC on February 14, 2011 by FMR, LLC, on behalf of itself, Fidelity Management & Research Company and Pyramis Global Advisors Trust Company. According to the Schedule 13G, Fidelity Management & Research Company is the beneficial owner of 2,169,033 shares of common stock and Pyramis Global Advisors Trust Company is the beneficial owner of 1,679,709 shares of common stock. Edward C. Johnson 3d and FMR, LLC, through its control of Fidelity Management & Research Company and Pyramis Global Advisors Trust Company each has sole power to dispose of the 96,640 shares owned by Fidelity Management & Research Company and the 1,679,709 shares owned by Pyramis Global Advisors Trust Company. The principal address for FMR, LLC is 82 Devonshire Street, Boston, Massachusetts 02109.

(2)
Based solely on an Amendment to Schedule 13G filed with the SEC on February 14, 2011 by Cargill, Incorporated. The principal address for Cargill, Incorporated is 15407 McGinty Road West, Wayzata, Minnesota 55391.

(3)
Represents 50,018 shares held by the Annie Fishback Separate Share Irrevocable Trust, 50,018 shares held by the Megan Fishback Separate Share Irrevocable Trust, 135,489 shares held by Daniel R. Fishback Trustee and Lady Bess Fishback Trustee U/A Dated March 5, 2001, 54,450 vested shares of common stock issuable upon the settlement of restricted stock units within 60 days of December 15, 2011, and 1,070,000 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

(4)
Represents 129,185 shares held by the Culhane Family Revocable Trust dtd 12/16/99, 9,000 shares held by the Maxwell A.R. Culhane 1999 Irrevocable Trust, 9,000 shares held by the Michael D. Culhane 1999 Irrevocable Trust, 9,000 shares held by the Monica G. Culhane 1999 Irrevocable Trust, 15,200 shares held by USB Piper Jaffray as custodian FBO Mark Culhane IRA, and 302,500 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

(5)
Represents 439,708 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

(6)
Includes 55,625 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

(7)
Represents 11,331 vested shares of common stock issuable upon settlement of restricted stock units within 60 days of December 15, 2011 and 120,000 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

(8)
Represents 11,331 vested shares of common stock issuable upon settlement of restricted stock units within 60 days of December 15, 2011 and 150,000 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

(9)
Represents 22,662 vested shares of common stock issuable upon settlement of restricted stock units within 60 days of December 15, 2011 and 187,500 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

(10)
Includes 120,000 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

(11)
Represents 11,331 vested shares of common stock issuable upon settlement of restricted stock units within 60 days of December 15, 2011 and 120,000 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.

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(12)
Includes 111,105 vested shares of common stock issuable upon settlement of restricted stock units within 60 days of December 15, 2011 and 2,565,333 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2011.


ADJOURNMENT OF THE SPECIAL MEETING

Adjournment of the Special Meeting

        In the event that the number of shares of DemandTec's common stock present in person and represented by proxy at the special meeting and voting "FOR" the merger is insufficient to adopt the merger agreement, the Company may move to adjourn the special meeting in order to enable the Company's board of directors to solicit additional proxies in favor of the adoption of the merger agreement for a period which may not exceed 60 days. In that event, the Company will ask its stockholders to vote only upon the adjournment proposal and not on the other proposals discussed in this proxy statement.


Vote Required and Board of Directors Recommendation

        Approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and casting a vote for or against the matter.

DemandTec's board of directors unanimously recommends that you vote "FOR" approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.


ADVISORY VOTE REGARDING GOLDEN PARACHUTE COMPENSATION

"Golden Parachute" Compensation

        In accordance with Section 14A of the Securities Exchange Act, DemandTec is providing its stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to its named executive officers in connection with the proposed merger pursuant to agreements and understandings with DemandTec, and the agreements and understandings with DemandTec pursuant to which such compensation may be paid or become payable. As required by those rules, the Company is asking its stockholders to adopt the following resolution:

        Compensation that may be paid or become payable to our named executive officers in connection with the merger pursuant to agreements or understandings between our named executive officers and IBM is not subject to the advisory vote on golden parachute compensation but is described under the heading "The MergerInterests of DemandTec's Executive Officers and Directors in the Merger", beginning on page 40 and in the table titled "Golden Parachute Compensation" beginning on page 47.

        The following table sets forth the amount of payments and benefits that may be paid or become payable to each of Messrs. Fishback, Culhane, Phelps and Bromme in connection with the merger pursuant to their DemandTec employment and consulting arrangements, assuming (i) the consummation of the merger occurred December 15, 2011 and (ii) for purposes of estimating severance

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and equity acceleration benefits, that the service of the named executive officer also terminated on such date under the circumstances described below.

Named Executive
Officer
  Cash ($)   Equity ($)(5)(6)(7)   Perquisites/Benefits ($)   Total* ($)  

Daniel R.Fishback
President and Chief Executive Officer

    (1)   2,376,000.00         2,376,000.00  

Mark A.Culhane
Executive Vice President and Chief Financial Officer

   
175,000.00

(2)
 
1,380,495.60
   
10,452.00

(2)
 
1,565,947.60
 

William R.Phelps
Executive Vice President and Chief Operating Officer

   

(3)
 
1,144,004.40
   
   
1,144,004.40
 

Michael Bromme
Former Senior Vice President, Retail

   
167,670.00

(4)
 
   
   
167,670.00
 

*
The total amount is an estimate based on multiple assumptions that may or may not occur. The actual total amount received by an officer may differ in material respects from the amount reflected in this column depending on future circumstances.

(1)
As described above, pursuant to his IBM offer letter, Mr. Fishback has waived any rights to severance he was eligible to receive pursuant to his DemandTec employment arrangement. However, as described above, pursuant to his DemandTec employment arrangement, Mr. Fishback would otherwise be eligible to receive "double trigger" severance benefits if his employment terminates without cause or he resigns for good reason within 12 months after a change in control consisting of (i) a lump-sum payment equal to six months of his base salary ($225,000 using Mr. Fishback's current base salary) and (ii) reimbursement of premiums for medical and dental insurance coverage under COBRA or continued coverage under DemandTec's medical, dental, life and disability insurance programs, in either case for a period of six months ($10,452 using an assumed monthly rate of $1,742, which reflects the rates in effect with respect to DemandTec's plans for the calendar year 2011), subject to his execution of a release of claims. Pursuant to his IBM offer letter, in the event Mr. Fishback's employment is terminated by IBM without cause or due to his death or disability, in each case prior to the 12-month anniversary of the closing of the merger, he will be entitled to the full amount of a transition payment ($400,000) that would otherwise be paid to him if he remained employed by IBM on the 12-month anniversary of the closing of the merger and certain transition milestones were satisfied, subject to execution of IBM's standard release of claims. This would constitute a "double trigger" benefit as it is contingent on a qualifying termination of Mr. Fishback's employment following the merger.

(2)
As described above, pursuant to his DemandTec employment arrangement, Mr. Culhane is eligible for severance benefits if Mr. Culhane's employment is terminated without cause or he resigns for good reason within 12 months after the closing of the merger consisting of (i) a lump-sum payment equal to six months of his base salary (this amount is included in the "Cash" column and was calculated using Mr. Culhane's current base salary) and (ii) reimbursement of premiums for medical and dental insurance coverage under COBRA or continued coverage under DemandTec's medical, dental, life and disability insurance programs, in either case for a period of six months (this amount is included in the "Perquisites/Benefits" column and was calculated using an assumed monthly rate of $1,742, which reflects the rates in effect with respect to DemandTec's plans for calendar year 2011), subject to his execution of a release of claims. These would constitute "double trigger" benefits as such benefits are contingent on a qualifying termination of Mr. Culhane's employment following the merger.

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(3)
As described above, pursuant to his IBM offer letter, Mr. Phelps has waived any rights to severance he was eligible to receive pursuant to his DemandTec employment agreement. However, as described above, pursuant to his DemandTec employment arrangement Mr. Phelps would otherwise be eligible to receive double trigger severance benefits if his employment is terminated without cause or he resigns for good reason within 12 months after closing of the merger, consisting of (i) continued payment of his base salary for six months ($150,000 using Mr. Phelps's current base salary) and (ii) a payment equal to six months of his COBRA premiums ($10,452 using an assumed monthly rate of $1,742, which reflects the rates in effect with respect to DemandTec's plans for calendar year 2011). Pursuant to his IBM offer letter, Mr. Phelps is eligible for a severance payment equal to $160,452 (less any amounts received or receivable pursuant to a retention program in which Mr. Phelps will participate) if his employment is terminated by IBM without cause within six months after closing of the merger and subject to his execution of IBM's release of claims. This would constitute a "double trigger" benefit as it is contingent on a qualifying termination of Mr. Phelps's employment following the merger.

(4)
As described above, pursuant to his consulting agreement with DemandTec, upon a termination of his consulting agreement for a reason other than a material breach by Mr. Bromme, Mr. Bromme would be entitled to receive a lump-sum amount equal to the monthly compensation he would have earned from the date of such termination through the 12-month anniversary of the consulting agreement. In addition, if less than 5 days advance notice of termination is provided to Mr. Bromme, he will also be entitled to a lump-sum payment of $1,000 in lieu of notice. This would constitute a "double trigger" benefit as it is contingent on a qualifying termination of Mr. Bromme's services following the merger; however, as described above, Mr. Bromme is also eligible for this benefit in connection with a qualifying termination of services prior to the merger.

(5)
As described above in "—Treatment of Outstanding Stock Options" and "—Treatment of Outstanding Restricted Stock Units," unvested stock options and RSUs held by our named executive officers will be converted into stock options and RSUs with respect to IBM's common stock. Pursuant to the terms of their DemandTec equity awards, Messrs. Fishback, Culhane and Phelps are eligible for "double trigger" acceleration of vesting if the applicable named executive officer's service is terminated without cause or the officer resigns for good reason within twelve months after a change in control. Pursuant to their IBM offer letters, Messrs. Fishback and Phelps have agreed to waive any rights to resign for good reason and to make their receipt of acceleration benefits contingent upon execution of IBM's standard release of claims. The amounts in the "Equity" column assume that a qualifying termination occurred on December 15, 2011 and reflect the maximum number of options and RSUs held by each officer that could vest.

(6)
As described above in "—Treatment of Outstanding Stock Options" and "—Treatment of Outstanding Restricted Stock Units," assuming the merger occurs before February 29, 2012, the performance conditions applicable to RSUs granted to Messrs. Fishback, Culhane and Phelps in April 2011 will be deemed to have been achieved at 100% of target performance, and, following the effective time, the RSUs will vest solely on the basis of the service-based vesting conditions applicable to such awards. This will result in the following number of RSUs becoming eligible for future vesting without regard to the achievement of otherwise applicable performance goals: 117,500 with respect to Mr. Fishback, 64,583 with respect to Mr. Culhane and 56,667 with respect to Mr. Phelps. These are single trigger benefits; however, the awards will not vest unless the service-based vesting requirements are satisfied or the acceleration benefits described in footnote 5 above are triggered.

(7)
The value of vesting acceleration has been calculated in accordance with SEC rules by multiplying the number of unvested options or RSUs accelerated by (i) the excess of the per share merger consideration of $13.20 over the option exercise price (in the case of options) or (ii) the per share merger consideration of $13.20 (in the case of RSUs). The actual value that each officer would receive in connection with a termination of employment following the merger could vary significantly based on the price per share of IBM's common stock on the date of termination.

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Effect of Advisory Vote

        The vote on this proposal is a vote separate and apart from the votes on (i) the proposal to adopt the merger agreement or (ii) the proposal to approve adjournments of the special meeting. Accordingly, you may vote to approve either of the other proposals and vote not to approve this proposal on golden parachute compensation, and vice versa. Approval of this proposal is not a condition to completion of the proposed merger.

        Because the vote on "golden parachute" compensation is only advisory in nature, it will not be binding on either DemandTec or IBM regardless of whether the proposed merger is completed. Accordingly, as the compensation to be paid in connection with the proposed merger is contractual with respect to the executives, regardless of the outcome of this advisory vote, such compensation will be payable, subject only to the conditions applicable thereto, if the proposed merger is completed.


Vote Required and Board of Directors Recommendation

        The vote required to approve this proposal on executive compensation is the affirmative vote of a majority of the shares of common stock of the Company present in person or represented by proxy and casting a vote for or against the matter at the special meeting at which a quorum is present. However, if you are a shareholder of record, and you fail to vote by proxy or by ballot at the special meeting, your shares will not be counted for purposes of determining a quorum.

        An abstention, failure to submit a proxy card or vote in person or a broker non-vote will not affect whether this matter has been approved, although they will have the practical effect of reducing the number of affirmative votes required to achieve the required majority by reducing the total number of shares from which the majority is calculated.

        DemandTec's board of directors unanimously recommends that our stockholders vote "FOR" this proposal.


OTHER MATTERS

        At this time, we know of no other matters to be submitted at the special meeting. If any other matters properly come before the special meeting, it is the intention of the persons described in the enclosed proxy card to vote the shares they represent as our board of directors may recommend.

        It is important that your shares be represented at the special meeting, regardless of the number of shares which you hold. Therefore, we urge you to complete, sign, date and return the accompanying proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose or to submit a proxy via the Internet or telephone.


HOUSEHOLDING OF PROXY STATEMENT

        As permitted by the Securities Exchange Act, only one copy of this proxy statement is being delivered to stockholders residing at the same address, unless our stockholders have notified us of their desire to receive multiple copies of the proxy statement. This is known as householding. We will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any stockholder residing at a shared address to which only one copy was mailed. Requests for additional copies of this proxy statement, or requests to receive multiple or single copies of proxy statements at a shared address in the future, should be directed to: DemandTec, Inc., One Franklin Parkway, Building 910, San Mateo, California 94403, Attention: Corporate Secretary, or call (650) 645-7100.

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FUTURE STOCKHOLDER PROPOSALS

        If the merger is completed, there will be no public participation in any future meetings of stockholders of DemandTec. However, if the merger is not completed, DemandTec's public stockholders will continue to be entitled to attend and participate in our stockholders meetings. If the merger is not completed, any proposal that a stockholder wishes to be considered for inclusion in our proxy statement and proxy card for our 2012 annual meeting of stockholders must comply with the requirements of Rule 14a-8 under the Securities Exchange Act and must be submitted to our Secretary, Michael McAdam, at our address set forth in the notice appearing before this proxy statement by February 25, 2012. If a stockholder wishes to present a proposal before the 2012 annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy in accordance with Rule 14a-8, the stockholder must give written notice to our corporate Secretary, Michael McAdam, at the address noted above. Our Secretary must receive the notice not earlier than May 20, 2012 and not later than June 19, 2012.


WHERE YOU CAN FIND MORE INFORMATION

        We are subject to the informational requirements of the Securities Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings through the Internet at the SEC's website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.

        You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

DemandTec, Inc.
One Franklin Parkway, Building 910
San Mateo, CA 94403
Attention: Investor Relations
Telephone: (650) 645-7103

        If you would like to request documents from us, please do so by February 6, 2012, to receive them before the special meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, promptly after we receive your request.


MISCELLANEOUS

        If you have any questions about this proxy statement, the special meeting or the merger or need assistance with voting procedures, you should contact:

DemandTec, Inc.
Attention: Investor Relations
One Franklin Parkway, Building 910
San Mateo, CA 94403
Telephone: (650) 645-7103
or
Phoenix Advisory Partners
110 Wall Street
27th Floor
New York, NY 10005
Telephone: (800) 499-6377

        You should not send in your DemandTec stock certificates until you receive the transmittal materials from the exchange agent. Our record stockholders who have further questions about their share certificates or the exchange of our common stock for cash should contact the exchange agent.

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        You should rely only on the information contained in this proxy statement to vote on the proposals described herein. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated January 12, 2012. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement). Neither the mailing of this proxy statement to stockholders nor the issuance of cash in the merger creates any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

        Your vote is important. You may vote by returning the enclosed proxy card, submitting a proxy via the Internet or telephone or attending the special meeting and voting in person. Please call our proxy solicitor, Phoenix Advisory Partners, at (800) 499-6377 if you have any questions about this proxy statement or the merger or need assistance with the voting procedures.

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Annex A

AGREEMENT AND PLAN OF MERGER

Among

INTERNATIONAL BUSINESS MACHINES CORPORATION,

CUDGEE ACQUISITION CORP.

and

DEMANDTEC, INC.

Dated as of December 7, 2011

   


Table of Contents


TABLE OF CONTENTS

 
  Page

ARTICLE I


The Merger

SECTION 1.01. The Merger

 
A-1

SECTION 1.02. Closing

  A-1

SECTION 1.03. Effective Time of the Merger

  A-1

SECTION 1.04. Effects of the Merger

  A-2

SECTION 1.05. Certificate of Incorporation and Bylaws

  A-2

SECTION 1.06. Directors

  A-2

SECTION 1.07. Officers

  A-2


ARTICLE II


Conversion of Securities

SECTION 2.01. Conversion of Capital Stock

 
A-2

SECTION 2.02. Appraisal Rights

  A-3

SECTION 2.03. Exchange of Certificates

  A-3


ARTICLE III


Representations and Warranties

SECTION 3.01. Representations and Warranties of the Company

 
A-5

SECTION 3.02. Representations and Warranties of Parent and Sub

  A-32


ARTICLE IV


Covenants Relating to Conduct of Business

SECTION 4.01. Conduct of Business

 
A-33

SECTION 4.02. No Solicitation

  A-37

SECTION 4.03. Conduct by Parent

  A-40


ARTICLE V


Additional Agreements

SECTION 5.01. Preparation of the Proxy Statement; Stockholders Meeting

 
A-40

SECTION 5.02. Access to Information; Confidentiality

  A-42

SECTION 5.03. Commercially Reasonable Efforts; Consultation and Notice

  A-42

SECTION 5.04. Equity Awards

  A-45

SECTION 5.05. Indemnification, Exculpation and Insurance

  A-49

SECTION 5.06. Fees and Expenses

  A-50

SECTION 5.07. Public Announcements

  A-50

SECTION 5.08. Resignation of Directors

  A-51

A-i


Table of Contents

 
  Page

SECTION 5.09. Sub Compliance

  A-51

SECTION 5.10. Certain Pre-Closing Actions

  A-51


ARTICLE VI


Conditions Precedent

SECTION 6.01. Conditions to Each Party's Obligation to Effect the Merger

 
A-51

SECTION 6.02. Conditions to Obligations of Parent and Sub

  A-51

SECTION 6.03. Conditions to Obligation of the Company

  A-52

SECTION 6.04. Frustration of Closing Conditions

  A-53


ARTICLE VII


Termination, Amendment and Waiver

SECTION 7.01. Termination

 
A-53

SECTION 7.02. Effect of Termination

  A-54

SECTION 7.03. Amendment

  A-54

SECTION 7.04. Extension; Waiver

  A-54


ARTICLE VIII


General Provisions

SECTION 8.01. Nonsurvival of Representations and Warranties

 
A-54

SECTION 8.02. Notices

  A-54

SECTION 8.03. Definitions

  A-55

SECTION 8.04. Exhibits; Interpretation

  A-56

SECTION 8.05. Counterparts

  A-57

SECTION 8.06. Entire Agreement; No Third-Party Beneficiaries

  A-57

SECTION 8.07. Governing Law

  A-57

SECTION 8.08. Assignment

  A-57

SECTION 8.09. Consent to Jurisdiction; Service of Process; Venue

  A-57

SECTION 8.10. Waiver of Jury Trial

  A-57

SECTION 8.11. Enforcement

  A-58

SECTION 8.12. Consents and Approvals

  A-58

SECTION 8.13. Severability

  A-58

EXHIBIT A   Form of Amended and Restated Certificate of Incorporation of the Surviving Corporation

A-ii


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GLOSSARY

Term
  Section

1999 Plan

  3.01(c)(i)

2007 Plan

  3.01(c)(i)

409A Authorities

  3.01(m)(xi)

Acquisition Agreement

  4.02(b)

Adverse Recommendation Change

  4.02(b)

Adverse Recommendation Change Notice

  4.02(b)

affiliate

  8.03(a)

Agreement

  Preamble

Appraisal Shares

  2.02

Assumed Shares

  5.04(a)(vi)

Bankruptcy and Equity Exception

  3.01(d)

Baseline Financials

  3.01(e)(i)

Benefit Agreements

  3.01(g)(i)

Benefit Plans

  3.01(k)(i)

Cash-Out RSU

  5.04(a)(vii)

Cash-Out Stock Option

  5.04(a)(vii)

Certificate

  2.01(c)

Certificate of Merger

  1.03

Closing

  1.02

Closing Date

  1.02

Code

  2.03(f)

Commonly Controlled Entity

  3.01(k)(i)

Company

  Preamble

Company Affiliated Group

  3.01(n)(xx)

Company Bylaws

  3.01(a)

Company Certificate

  3.01(a)

Company Common Stock

  2.01

Company Letter

  3.01

Company Personnel

  3.01(g)(i)

Company Preferred Stock

  3.01(c)(i)

Company Stock Plans

  3.01(c)(i)

Confidentiality Agreement

  4.02(a)

Contract

  3.01(d)

Derivative Work

  3.01(p)(iii)

DGCL

  1.01

Effective Time

  1.03

Environmental Claims

  3.01(l)

Environmental Law

  3.01(l)

Environmental Permits

  3.01(1)(ii)(A)

Equity Equivalents

  3.01(c)(iii)

ERISA

  3.01(m)(i)

ESPP

  3.01(c)(i)

Exchange Act

  3.01(d)

Exchange Ratio

  5.04(a)(vii)

FCC

  5.02(b)

FCC Licenses

  5.02(b)

FCPA

  3.01(s)(iii)

A-iii


Table of Contents

Term
  Section

Filed SEC Document

  3.01(e)(i)

Firmware

  3.01(p)(iv)

GAAP

  3.01(e)(i)

Governmental Entity

  3.01(d)

GPL

  3.01(p)(ii)(N)

Grant Date

  3.01(c)(iii)

Hazardous Materials

  3.01(l)

HSR Act

  3.01(d)

indebtedness

  3.01(c)(iv)

Intellectual Property

  3.01(p)(iv)

Intervening Event

  4.02(b)

IRS

  3.01(m)(ii)

Judgment

  3.01(d)

knowledge

  8.03(b)

Law

  3.01(d)

Leased Real Property

  3.01(o)(iii)

Legal Restraints

  6.01(c)

LGPL

  3.01(p)(ii)(N)

Liens

  3.01(b)

Major Customer

  3.01(i)(i)(T)

Major Customer Contract

  3.01(i)(i)(T)

Major Supplier

  3.01(i)(i)(U)

Major Supplier Contract

  3.01(i)(i)(U)

Material Adverse Effect

  8.03(c)

Material Contract

  3.01(i)(i)

Merger

  Recitals

Merger Consideration

  2.01(c)

Non-Affiliate Plan Fiduciary

  3.01(m)(ix)

Nonqualified Deferred Compensation Plan

  3.01(m)(xi)

Offer Letters

  Recitals

Parent

  Preamble

Parent Common Stock

  5.04(a)(ii)

Paying Agent

  2.03(a)

Pension Plan

  3.01(m)(i)

Performance RSUs

  3.01(c)(i)

Permits

  3.01(j)

Permitted Liens

  3.01(i)(i)(E)

person

  8.03(d)

Post-Signing Returns

  4.01(b)

Proxy Statement

  3.01(d)

Receivables

  3.01(q)

Release

  3.01(l)

Residual Shares

  5.04(a)(vi)

Rollover RSU

  5.04(a)(vii)

Rollover RSU Holder

  5.04(a)(vii)

Rollover Stock Option

  5.04(a)(vii)

RSU Agreements

  3.01(c)(v)

RSUs

  3.01(c)(i)

SEC

  3.01(d)

SEC Documents

  3.01(e)(i)

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Term
  Section

Section 262

  2.02

Securities Act

  3.01(e)(i)

Service-based RSUs

  3.01(c)(i)

Software

  3.01(p)(iv)

SOX

  3.01(e)(ii)

Specified Contracts

  3.01(i)(i)

Specified RSU

  5.04(a)

Specified RSU Applicable Amount

  5.04(a)

Specified RSU Holder

  5.04(a)

Specified Stock Option

  5.04(a)

Specified Stock Option Applicable Amount

  5.04(a)

Stock Option Agreements

  3.01(c)(v)

Stock Options

  3.01(c)(i)

Stockholder Approval

  3.01(u)

Stockholders Meeting

  5.01(c)

Sub

  Preamble

Subsidiary

  8.03(e)

Superior Proposal

  4.02(a)

Surviving Corporation

  1.01

Takeover Proposal

  4.02(a)

tax return

  3.01(n)(xx)

taxes

  3.01(n)(xx)

taxing authority

  3.01(n)(xx)

Termination Date

  7.01(b)(i)

Termination Fee

  5.06(b)

Third Party Software

  3.01(p)(iv)

UK Bribery Act

  3.01(s)(iii)

Vesting Date

  5.04(a)

Welfare Plan

  3.01(m)(iv)

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        AGREEMENT AND PLAN OF MERGER dated as of December 7, 2011 (this "Agreement"), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("Parent"), CUDGEE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and DEMANDTEC, INC., a Delaware corporation (the "Company").

        WHEREAS the Board of Directors of each of the Company and Sub deems it in the best interests of their respective stockholders to consummate the merger (the "Merger"), on the terms and subject to the conditions set forth in this Agreement, of Sub with and into the Company in which the Company would become a wholly owned subsidiary of Parent, and such Boards of Directors have approved this Agreement, declared its advisability and recommended that this Agreement be adopted by the stockholders of the Company or Sub, as the case may be;

        WHEREAS Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

        WHEREAS concurrently with the execution and delivery of this Agreement and as a condition to the willingness of Parent to enter into this Agreement, certain employees of the Company are entering into agreements with Parent pursuant to which such employees shall agree, among other things, to certain non-competition, non-solicitation and no hire restrictions; and

        WHEREAS concurrently with the execution and delivery of this Agreement and as a condition to the willingness of Parent to enter into this Agreement, certain employees of the Company have executed offer letters (the "Offer Letters") regarding the employment of such employees following the consummation of the Merger.

        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

The Merger

        SECTION 1.01.    The Merger.    Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation").

        SECTION 1.02.    Closing.    The closing of the Merger (the "Closing") will take place at 10:00 a.m., New York time, on a date to be specified by the parties, which shall be not later than the fifth business day after satisfaction or (to the extent permitted by law) waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such conditions at Closing), at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, unless another time, date or place is agreed to in writing by Parent and the Company; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or (to the extent permitted by law) waived on such fifth business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or (to the extent permitted by law) waived. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date".

        SECTION 1.03.    Effective Time of the Merger.    Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on or after the Closing Date, the parties shall properly file a certificate of merger (the "Certificate of Merger") in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become

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effective at such date and time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or, to the extent permitted by applicable Law, at such subsequent date and time as Parent and the Company shall agree and specify in the Certificate of Merger. The date and time at which the Merger becomes effective is referred to in this Agreement as the "Effective Time".

        SECTION 1.04.    Effects of the Merger.    The Merger shall have the effects set forth in Section 259 of the DGCL.

        SECTION 1.05.    Certificate of Incorporation and Bylaws.    (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended by virtue of the Merger at the Effective Time to read in the form of Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

        (b)   The bylaws of Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

        SECTION 1.06.    Directors.    The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

        SECTION 1.07.    Officers.    The officers of Sub immediately prior to the Effective Time shall from and after the Effective Time be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

ARTICLE II

Conversion of Securities

        SECTION 2.01.    Conversion of Capital Stock.    At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Common Stock, par value $0.001 per share, of the Company (the "Company Common Stock"), or the holder of any shares of capital stock of Sub:

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        SECTION 2.02.    Appraisal Rights.    Notwithstanding anything in this Agreement to the contrary, shares (the "Appraisal Shares") of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL ("Section 262") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(c). The Company shall serve prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other related instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

        SECTION 2.03.    Exchange of Certificates.    (a) Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the "Paying Agent"), and, from time to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

        (b)    Exchange Procedure.    As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an "agent's message" with respect to shares held in book-entry form) as Parent may reasonably specify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any

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transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

        (c)    No Further Ownership Rights in Company Common Stock.    All Merger Consideration paid upon the surrender of a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares that were outstanding immediately prior to the Effective Time. If, after the close of business on the day on which the Effective Time occurs, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or any other reason, they shall be canceled and exchanged as provided in this Article II.

        (d)    No Liability.    None of Parent, Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any Merger Consideration that would otherwise have been payable in respect of any Certificate which is delivered to a public official in accordance with any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to the date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity, any Merger Consideration payable in accordance with this Article II in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

        (e)    Lost Certificates.    If any Certificate shall have been lost, stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificate.

        (f)    Withholding Rights.    Parent, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock, Stock Options, RSUs or purchase rights under the ESPP such amounts as Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock, Stock Options, RSUs or purchase rights under the ESPP in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

        (g)    Termination of Fund.    At any time following the six-month anniversary of the Closing Date, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that had been made available to the Paying Agent pursuant to Section 2.03(a) and that have not been disbursed to holders of Certificates, and thereafter, subject to time limitations in Section 2.03(d), such holders shall be entitled to look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the payment of any Merger Consideration that may be payable upon

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surrender of any Certificates held by such holders, as determined pursuant to this Agreement, without any interest thereon.

ARTICLE III

Representations and Warranties

        SECTION 3.01.    Representations and Warranties of the Company.    Except as set forth in the letter (with specific reference to the Section of this Agreement to which the information stated in such disclosure relates; provided that disclosure contained in any section of the Company Letter shall be deemed to be disclosed with respect to any other Section of this Agreement to the extent that it is readily apparent from the face of such disclosure that such disclosure is applicable to such other Section of this Agreement) delivered by the Company to Parent at least one business day prior to the date of this Agreement (the "Company Letter"), the Company represents and warrants to Parent and Sub as follows:

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        SECTION 3.02.    Representations and Warranties of Parent and Sub.    Parent and Sub represent and warrant to the Company as follows:

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ARTICLE IV

Covenants Relating to Conduct of Business

        SECTION 4.01.    Conduct of Business.    (a) Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, to preserve their assets and technology, their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

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        SECTION 4.02.    No Solicitation.    (a) Notwithstanding any provision in this Agreement to the contrary, the Company shall not, nor shall it authorize or permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its

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Subsidiaries to, directly or indirectly, (i) solicit, initiate or knowingly encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or the making of any proposal that could reasonably be expected to lead to a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (or any representative thereof) any information with respect to, or otherwise cooperate in any way with any person (or any representative thereof) with respect to, any Takeover Proposal; provided, however, that at any time prior to obtaining the Stockholder Approval, in response to a bona fide written unsolicited Takeover Proposal that the Board of Directors of the Company determines in good faith constitutes or could reasonably be expected to lead to a Superior Proposal, and which Takeover Proposal did not result from a breach of this Section 4.02 or any other provision of this Agreement, the Company may, and may permit and authorize its Subsidiaries and its representatives and its Subsidiaries' representatives to, in each case subject to compliance with Section 4.02(c) and the other provisions of this Agreement, (A) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement which contains terms that are no less restrictive than those contained in the Agreement for Exchange of Confidential Information, Agreement Number CDG000811, dated as of September 6, 2011 between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"); provided that all such information had been provided or made available, or is substantially concurrently provided or made available, to Parent, and (B) participate in discussions or negotiations with, and only with, the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal. Without limiting the generality of the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any director, officer or employee of the Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.02(a) by the Company.

        For purposes of this Agreement, the term "Takeover Proposal" means any inquiry, proposal or offer from any person or group (other than Parent or Sub or any of their affiliates) relating to, or that could reasonably be expected to lead to, in one transaction or a series of transactions, any merger, consolidation, business combination, recapitalization, liquidation or dissolution involving the Company or any direct or indirect acquisition, including by way of any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, license agreement or similar transaction, of (i) assets or businesses that constitute or represent 10% or more of the total revenue, net income, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, or (ii) 10% or more of the outstanding shares of Company Common Stock or of any class of capital stock of, or other equity or voting interests in, one or more of the Subsidiaries of the Company which, in the aggregate, directly or indirectly hold the assets or businesses referred to in clause (i) above.

        For purposes of this Agreement, the term "Superior Proposal" means any binding bona fide unsolicited written offer which did not result from a breach of Section 4.02(a) made by any person (other than Parent or Sub or any of their affiliates) that, if consummated, would result in such person (or, in the case of a direct merger between such person and the Company, the stockholders of such person) acquiring, directly or indirectly, more than 50% of the voting power of the Company Common Stock or all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, and which offer, in the good faith judgment of the Board of Directors of the Company (after consultation with a financial advisor of nationally recognized reputation and outside legal counsel), (i) provides consideration that is more favorable to the stockholders of the Company than the consideration payable in the Merger (taking into account all of the terms and conditions of such proposal and this Agreement (including any changes to the terms of this Agreement proposed by Parent in response to such Superior Proposal or otherwise)) and (ii) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal.

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        (b)   Neither the Board of Directors of the Company nor any committee thereof shall (or shall agree or resolve to) (i) withdraw or modify in a manner adverse to Parent or Sub, or propose publicly to withdraw or modify in a manner adverse to Parent or Sub, the recommendation or declaration of advisability by such Board of Directors or any such committee of this Agreement or the Merger (any such action, resolution or agreement to take such action being referred to herein as an "Adverse Recommendation Change"), (ii) recommend, declare advisable or propose to recommend or declare advisable, the approval or adoption of any Takeover Proposal or resolve or agree to take any such action, or adopt or approve any Takeover Proposal or (iii) cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, an "Acquisition Agreement") constituting or related to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 4.02(a)), or resolve or agree to take any such action. Notwithstanding the foregoing, at any time prior to the Stockholder Approval, the Board of Directors of the Company may, in response to a Superior Proposal or an Intervening Event, effect an Adverse Recommendation Change; provided that the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation, that the failure to do so is reasonably likely to result in a breach of its fiduciary duties to the stockholders of the Company under applicable Law; and provided further that the Board of Directors of the Company may not effect such an Adverse Recommendation Change unless (A) the Board of Directors of the Company shall have first provided prior written notice to Parent (an "Adverse Recommendation Change Notice") that it is prepared to effect an Adverse Recommendation Change in response to a Superior Proposal or an Intervening Event, which notice shall, in the case of a Superior Proposal, attach the most current version of any written agreement relating to the transaction that constitutes such Superior Proposal, and, in the case of an Intervening Event, attach information describing such Intervening Event in reasonable detail, and (B) Parent does not make, within five business days after the receipt of such notice, a proposal that would, in the reasonable good faith judgment of the Board of Directors of the Company (after consultation with a financial advisor of national reputation and outside legal counsel), (x) cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal or (y) obviate the need for an Adverse Recommendation Change as a result of an Intervening Event (it being understood and agreed that any amendment or modification of such Superior Proposal shall require a new Adverse Recommendation Change Notice and a new five business day period). The Company agrees that, during the five business day period prior to its effecting an Adverse Recommendation Change, the Company and its officers, directors and representatives shall negotiate in good faith with Parent and its officers, directors and representatives regarding any revisions to the terms of the Merger and the other transactions contemplated by this Agreement proposed by Parent.

        For purposes of this Agreement, the term "Intervening Event" means any event, circumstance or fact developing after the date of this Agreement, unknown to the Board of Directors of the Company as of the date of this Agreement, which becomes known prior to the Stockholder Approval and which causes the Board of Directors of the Company to conclude in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation, that its failure to effect an Adverse Recommendation Change is reasonably likely to result in a breach of its fiduciary duties to the stockholders of the Company under applicable Law; provided, however, that in no event shall the receipt, existence or terms of a Takeover Proposal or any matter relating thereto or consequence thereof constitute an Intervening Event.

        (c)   In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 4.02, the Company shall, as promptly as possible and in any event within 24 hours after the receipt thereof, advise Parent orally and in writing of (i) any Takeover Proposal or any request for information or inquiry that the Company reasonably believes could lead to or contemplates a Takeover Proposal and (ii) the terms and conditions of such Takeover Proposal, request or inquiry (including any

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subsequent amendment or other modification to such terms and conditions) and the identity of the person making any such Takeover Proposal, request or inquiry. Commencing upon the provision of any notice referred to above, the Company (or its outside counsel) shall (A) on a daily basis at mutually agreeable times, advise and confer with Parent (or its outside counsel) regarding the progress of negotiations concerning any Takeover Proposal, the material resolved and unresolved issues related thereto and any other matters identified with reasonable specificity by Parent (or its outside counsel) and the material details (including material amendments or proposed amendments as to price and other material terms) of any such Takeover Proposal, request or inquiry and (B) promptly upon receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all documents and material written or electronic communications relating to any such Takeover Proposal (including the financing thereof), request or inquiry exchanged between the Company, its Subsidiaries or any of their respective officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives, on the one hand, and the person making a Takeover Proposal or any of its affiliates, or their respective officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives, on the other hand.

        (d)   Nothing contained in this Section 4.02 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if, in the good faith judgment of the Board of Directors of the Company, failure so to disclose would be inconsistent with applicable Law; provided, however, that in no event shall the Company or its Board of Directors or any committee thereof take, agree or resolve to take any action prohibited by Section 4.02(b).

        SECTION 4.03.    Conduct by Parent.    During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, take any action that could reasonably be expected to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.

ARTICLE V

Additional Agreements

        SECTION 5.01.    Preparation of the Proxy Statement; Stockholders Meeting.    (a) As promptly as practicable following the date of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the SEC the preliminary Proxy Statement. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) if the Board of Directors of the Company shall not have made an Adverse Recommendation Change, shall not file or mail such document, or respond to the SEC, prior to receiving the approval of

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Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company.

        (b)   The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that none of such information will, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

        (c)   The Company shall, as promptly as practicable after the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders, which meeting the Company shall, absent any Legal Restraint that has the effect of preventing such action, cause to occur no earlier than the 35th calendar day or later than the 40th calendar day (or, if such calendar day is not a business day, on the first business day subsequent to such calendar day) immediately following the date of mailing of the Proxy Statement (the "Stockholders Meeting"), for the purpose of obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company determines at any time that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it or any other Adverse Recommendation Change has occurred at any time; provided, however, that (i) if the Company is unable to obtain a quorum of its stockholders at such time, the Company may extend the date of the Stockholders Meeting to the extent (and only to the extent) necessary in order to obtain a quorum of its stockholders and the Company shall use its commercially reasonable efforts to obtain such a quorum as promptly as practicable and (ii) the Company may delay the Stockholders Meeting to the extent (and only to the extent) the Company reasonably determines that such delay is required by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 4.02(b), (x) the Board of Directors of the Company shall recommend to holders of Company Common Stock that they adopt this Agreement and shall include such recommendation in the Proxy Statement and (y) the Company shall use its commercially reasonable efforts to solicit the Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal. The Company shall provide updates to Parent with respect to the proxy solicitation for the Stockholders Meeting (including interim results) as reasonably requested by Parent.

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        SECTION 5.02.    Access to Information; Confidentiality.    (a) Subject to compliance with applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement.

        (b)   Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, as and to the extent reasonably requested by Parent, provide Parent, to the extent applicable, with (i) a complete and correct list of all licenses issued by the Federal Communications Commission (the "FCC") and held by the Company or any of its Subsidiaries (the "FCC Licenses"), (ii) complete and correct copies of each FCC License, (iii) the address and physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (vi) all reasonably available information in the possession of the Company or any of its Subsidiaries necessary for Parent to make an independent determination that the Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control).

        (c)   Subject to applicable law, the Company and Parent shall, and shall cause each of their respective Subsidiaries to, cooperate to ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries.

        SECTION 5.03.    Commercially Reasonable Efforts; Consultation and Notice.    (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) the satisfaction of the conditions precedent set forth in Article VI, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from, and the giving of any necessary notices to, Governmental Entities and other persons and the making of all necessary

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registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with, or notices to, Governmental Entities, if any), (iii) the taking of commercially reasonable steps to provide any supplemental information requested by a Governmental Entity, including participating in meetings with officials of such entity in the course of its review of this Agreement, the Merger or the other transactions contemplated by this Agreement, (iv) the taking of commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity or third party and (v) the obtaining of all necessary consents, approvals or waivers from any third party. In connection with and without limiting the generality of the foregoing, each of the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Merger and the other transactions contemplated by this Agreement, take all commercially reasonable actions necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or Sub be obligated to, and the Company and its Subsidiaries shall not without the prior written consent of Parent, agree or proffer to divest or hold separate, or enter into any licensing, business restriction or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective Subsidiaries. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or any of its Subsidiaries be obligated to litigate or participate in the litigation of any suit, claim, action, investigation or proceeding, whether judicial or administrative, brought by any Governmental Entity (A) challenging or seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Agreement, or seeking to obtain from Parent or any of its Subsidiaries any damages in relation therewith; (B) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent or any of their respective affiliates of all or any portion of the business or assets or any product of the Company or its Subsidiaries or Parent or its Subsidiaries or to require any such person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of the business or assets or any product of the Company or its Subsidiaries or Parent or its Subsidiaries, in each case as a result of or in connection with the Merger or any of the other transactions contemplated by this Agreement; (C) seeking to directly or indirectly impose limitations on the ability of Parent or any of its affiliates to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock or any shares of common stock of the Surviving Corporation or any of Parent's Subsidiaries, including the right to vote Company Common Stock or the shares of common stock of the Surviving Corporation or any of Parent's Subsidiaries on all matters properly presented to the stockholders of the Company, the Surviving Corporation or any of Parent's Subsidiaries, respectively; or (D) seeking to (1) directly or indirectly prohibit Parent or any of its affiliates from effectively controlling in any respect any of the business or operations of the Company or its or Parent's Subsidiaries or (2) directly or indirectly prevent the Company or its or Parent's Subsidiaries from operating any of their respective businesses in substantially the same manner as operated by the Company and its or Parent's Subsidiaries immediately prior to the date of this Agreement. The Company and Parent shall provide such assistance, information and cooperation to each other as is reasonably required to obtain any such actions, nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, shall notify the other person promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with, or notice to, such Governmental Entity.

        (b)   (i) In connection with the continuing operation of the business of the Company and its Subsidiaries between the date of this Agreement and the Effective Time, subject to applicable Law, the

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Company shall consult in good faith on a reasonably regular basis with Parent to report material, individually or in the aggregate, operational developments, material changes in the status of relationships with customers and resellers, material changes in the status of ongoing operations and other matters reasonably requested by Parent pursuant to procedures reasonably requested by Parent; provided, however, that no such consultation shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision in this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement.

provided, however, that no such notification shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision in this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement.

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        (c)   Without limiting the generality of the foregoing, the Company shall give Parent the opportunity to participate in the defense of any litigation against the Company and/or its directors relating to the Merger or the other transactions contemplated by this Agreement and will obtain the prior written consent of Parent prior to settling or satisfying any such claim, it being understood and agreed that this Section 5.03(c) shall not give Parent the right to direct such defense.

        (d)   Immediately following the execution and delivery of this Agreement by each of the parties hereto, Parent, as the sole stockholder of Sub, will adopt this Agreement.

        SECTION 5.04.    Equity Awards.    (a) As soon as practicable following the date of this Agreement and in any event prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the following:

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        (b)   As soon as practicable following the date of this Agreement and in any event prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee administering the ESPP) shall adopt such resolutions or take such other actions as may be required so that (i) participation in the ESPP shall be limited to those employees who are participants on the date of this Agreement, (ii) except to the extent necessary to maintain the status of the ESPP as an "employee stock purchase plan" within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of this Agreement, (iii) no offering period shall be commenced after the date of this Agreement, (iv) the ESPP shall terminate, effective upon the earlier of the first purchase date following the date of this Agreement and the last trading day before the Effective Time, but subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the ESPP) and (v) if the ESPP remains in effect on the last trading day before the Effective Time, each purchase right under the ESPP outstanding at such time shall be exercised and shares of Company Common Stock shall be purchased in accordance with the terms of the ESPP at a purchase price per share equal to 85% of the lesser of (1) the closing price of a share of Company Common Stock on the NASDAQ Global Market on the last trading day before the commencement of the last offering period and (2) the closing price of a share of Company Common Stock on the NASDAQ Global Market on the last trading day before the Effective Time; provided that the number of shares of Company Common Stock any participant in the ESPP acquires on such date shall be subject to the limitations under the ESPP regarding the maximum number and value of shares of Company Common Stock purchasable per participant with respect to any offering period.

        (c)   The adjustments provided in Section 5.04(a)(ii) are intended to be effected in a manner that is consistent with Section 424(a) of the Code whether or not a particular Stock Option is an "incentive stock option" (as defined in Section 422 of the Code).

        (d)   All amounts payable pursuant to this Section 5.04 shall be subject to any required withholding of taxes and shall be paid without interest.

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        (e)   The Company shall take all reasonable steps as may be required to cause the transactions contemplated by this Section 5.04 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

        (f)    At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plans (other than the ESPP), with the result that Parent may issue the Assumed Shares after the Effective Time pursuant to the exercise of options or other equity awards granted under the Company Stock Plans or any other plan of Parent or any its affiliates.

        (g)   As soon as practicable following the Effective Time, Parent shall either (i) prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Parent Common Stock equal to the number of shares subject to the Adjusted Options and Adjusted RSUs and/or (ii) assume such Adjusted Options and Adjusted RSUs under an existing equity incentive plan of Parent or any of its Affiliates with respect to which a registration statement on Form S-8 (or another appropriate form) is currently effective. To the extent permitted by the Federal securities Laws, Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses required thereby) as long as any Adjusted Option or Adjusted RSU may remain outstanding.

        SECTION 5.05.    Indemnification, Exculpation and Insurance.    (a) Parent and Sub agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company as in effect on the date of this Agreement and set forth in Section 5.05 of the Company Letter shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation and its successors and assigns to comply with and honor the foregoing obligations without modification thereof.

        (b)   In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 5.05.

        (c)   Parent shall obtain, or cause to be obtained, as of the Effective Time a "tail" insurance policy with a claims period of six years from the Effective Time with respect to directors' and officers' liability insurance covering each person currently covered by the Company's directors' and officers' liability insurance policy for acts or omissions occurring prior to the Effective Time on terms that are no less favorable than those of such policy of the Company in effect on the date of this Agreement, which insurance shall, prior to the Closing, be in effect and prepaid for such six-year period; provided that in no event shall Parent or the Surviving Corporation be required to pay, with respect to the entire six-year period following the Effective Time, premiums for insurance under this Section 5.05(c) which in the aggregate exceed 300% of the aggregate premiums paid by the Company for the period from August 8, 2011 to, and including, August 8, 2012, for such purpose (which premiums for such period are hereby represented and warranted by the Company to be $248,901); provided that Parent shall nevertheless be obligated to provide such coverage, with respect to the entire six-year period following the Effective Time, as may be obtained for such 300% amount. For the avoidance of doubt, nothing in

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this Section 5.05(c) shall require Parent to make expenditures exceeding $746,703 in the aggregate. If requested by Parent, the Company shall issue a broker of record letter naming the insurance broker selected by Parent to effect such runoff coverage, and the Company shall provide all cooperation and information reasonably requested by Parent and the selected insurance broker with respect to the procurement of such runoff coverage.

        (d)   The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives, and shall be binding on Parent and the Surviving Corporation and its successors and assigns and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 5.05 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect the rights of any indemnified party to whom this Section 5.05 applies without the consent of such affected indemnified party.

        SECTION 5.06.    Fees and Expenses.    (a) Except as expressly set forth in this Section 5.06, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

        (b)   In the event that (i) prior to the vote the Stockholders Meeting or any postponement or adjournment thereof, a Takeover Proposal has been made to the Company or its stockholders or any person has announced an intention to make a Takeover Proposal or a Takeover Proposal otherwise becomes known to the Company or generally known to the stockholders of the Company and thereafter (A) this Agreement is terminated by either Parent or the Company pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) and (B) prior to the date that is 12 months after such termination, (x) the Company or any of its Subsidiaries enters into any Acquisition Agreement with respect to any Takeover Proposal or (y) any Takeover Proposal is consummated (solely for purposes of this Section 5.06(b)(i)(B), the term "Takeover Proposal" shall have the meaning set forth in the definition of Takeover Proposal contained in Section 4.02(a) except that all references to 10% shall be deemed references to 30%) or (ii) this Agreement is terminated by Parent pursuant to Section 7.01(c), then, in each such case, the Company shall pay Parent a fee equal to $14,000,000 (the "Termination Fee") by wire transfer of same-day funds (A) in the case of a termination by Parent pursuant to Section 7.01(c), within two business days after such termination and (B) in the case of a payment as a result of any event referred to in Section 5.06(b)(i)(B), no later than the first to occur of the events referred to in clauses (x) and (y) above, in each case to an account designated by Parent.

        (c)   The Company acknowledges that the agreements contained in this Section 5.06 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent would not have entered into this Agreement. Accordingly, if the Company fails promptly to pay the amounts due pursuant to this Section 5.06 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the amounts set forth in this Section 5.06, the Company shall pay to Parent its reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit and any appeal relating thereto, together with interest on the amounts set forth in this Section 5.06 at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.

        SECTION 5.07.    Public Announcements.    The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. The Company shall, to the extent at all reasonably practicable, consult with Parent before making, and give Parent a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, and shall not issue any such press release or make any

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such public statement prior to such reasonably practicable consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system.

        SECTION 5.08.    Resignation of Directors.    At the Closing, if reasonably requested by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all the directors of any Subsidiary of the Company, effective at the Effective Time.

        SECTION 5.09.    Sub Compliance.    Parent shall cause Sub to comply with all of Sub's obligations under this Agreement.

        SECTION 5.10.    Certain Pre-Closing Actions.    Prior to the Closing, the Company shall take each of the actions set forth in Section 5.10 of the Company Letter.

ARTICLE VI

Conditions Precedent

        SECTION 6.01.    Conditions to Each Party's Obligation to Effect the Merger.    The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

        SECTION 6.02.    Conditions to Obligations of Parent and Sub.    The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

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        SECTION 6.03.    Conditions to Obligation of the Company.    The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

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        SECTION 6.04.    Frustration of Closing Conditions.    None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party's failure to use commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03, or by such party's breach of any other provision of this Agreement.

ARTICLE VII

Termination, Amendment and Waiver

        SECTION 7.01.    Termination.    This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after the Stockholder Approval has been obtained, upon written notice (other than in the case of Section 7.01(a) below) from the terminating party to the non-terminating party specifying the subsection of this Section 7.01 pursuant to which such termination is effected:

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        SECTION 7.02.    Effect of Termination.    In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(v), the last sentence of Section 5.02(a), Section 5.06, this Section 7.02 and Article VIII and except for any material and intentional breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement (which material and intentional breach and liability therefor shall not be affected by termination of this Agreement or any payment of the Termination Fee pursuant to Section 5.06(b)).

        SECTION 7.03.    Amendment.    This Agreement may be amended by the parties hereto at any time, whether before or after the Stockholder Approval has been obtained; provided, however, that after the Stockholder Approval has been obtained, there shall be made no amendment that by Law requires further approval by stockholders of the Company without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

        SECTION 7.04.    Extension; Waiver.    At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) waive compliance with any of the agreements or conditions contained herein; provided, however, that after the Stockholder Approval has been obtained, there shall be made no waiver that by Law requires further approval by stockholders of the Company without the further approval of such stockholders. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party which specifically sets forth the terms of such extension or waiver. The failure or delay by any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights nor shall any single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement.

ARTICLE VIII

General Provisions

        SECTION 8.01.    Nonsurvival of Representations and Warranties.    None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

        SECTION 8.02.    Notices.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand or sent by facsimile, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows (or at such other address for a party as shall be specified by notice given in accordance with this Section 8.02):

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        SECTION 8.03.    Definitions.    For purposes of this Agreement:

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        SECTION 8.04.    Exhibits; Interpretation.    The headings contained in this Agreement or in any Exhibit hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. For all purposes hereof, the terms "include", "includes" and "including" shall be deemed followed by the words "without limitation". The words "hereof", "hereto", "hereby", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term "or" is not exclusive. The word "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase does not mean simply "if". Except as otherwise provided, any information "made available" to Parent by the Company or its Subsidiaries shall include only that information contained in such documents stored on the hard disk reflecting the contents of that certain virtual data room maintained by the Company through IntraLinks, Inc. and that Parent's representatives have been granted access to as of 12:00 p.m., New York City time, on December 7, 2011, a copy of which has been provided to Parent prior to the date of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from

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time to time amended, modified or supplemented. References to a person are also to its permitted successors and assigns.

        SECTION 8.05.    Counterparts.    This Agreement may be executed in one or more counterparts (including by facsimile), all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.

        SECTION 8.06.    Entire Agreement; No Third-Party Beneficiaries.    This Agreement (a) together with any Exhibit hereto and the Company Letter, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 5.05, is not intended to confer upon any person other than the parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

        SECTION 8.07.    Governing Law.    This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

        SECTION 8.08.    Assignment.    Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties, except that Sub may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to Parent or to any direct or indirect wholly owned Subsidiary of Parent, but no such assignment shall relieve Sub of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective successors and assigns.

        SECTION 8.09.    Consent to Jurisdiction; Service of Process; Venue.    Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the United States of America sitting in the State of Delaware) for the purposes of any suit, action or other proceeding arising out of this Agreement or the Merger or any other transaction contemplated by this Agreement (and agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its Subsidiaries except in such courts). Each of the parties further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such person's respective address set forth above shall be effective service of process for any action, suit or proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Merger or any of the other transactions contemplated by this Agreement in the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, in any Delaware State court or the Federal court of the United States of America sitting in the State of Delaware) or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

        SECTION 8.10.    Waiver of Jury Trial.    Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any suit, action or other proceeding directly or indirectly arising out of, under or in connection with this Agreement. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been

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induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 8.10.

        SECTION 8.11.    Enforcement.    The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, in any Delaware State court or the Federal court of the United States of America sitting in the State of Delaware), this being in addition to any other remedy to which they are entitled at Law or in equity.

        SECTION 8.12.    Consents and Approvals.    For any matter under this Agreement requiring the consent or approval of any party to be valid and binding on the parties hereto, such consent or approval must be in writing and executed and delivered to the other parties by a person duly authorized by such party to do so.

        SECTION 8.13.    Severability.    If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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        IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

    INTERNATIONAL BUSINESS MACHINES CORPORATION,

 

 

    by

 

 

 

 

 

 

/s/ KEVIN J. REARDON

Name: Kevin J. Reardon
Title: Vice President, Corporate Development

 

 

CUDGEE ACQUISITION CORP.,

 

 

    by

 

 

 

 

 

 

/s/ JEFFREY DOYLE

Name: Jeffrey Doyle
Title: President

 

 

DEMANDTEC, INC.,

 

 

    by

 

 

 

 

 

 

/s/ DANIEL R. FISHBACK

Name: Daniel R. Fishback
Title: President and Chief Executive Officer

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EXHIBIT A

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

SURVIVING CORPORATION

ARTICLE I

        The name of the corporation (hereinafter called the "Corporation") is DemandTec, Inc.

ARTICLE II

        The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware. The name of the registered agent at such address is The Corporation Trust Company.

ARTICLE III

        The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

        The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000 shares of Common Stock having the par value of $0.01 per share.

ARTICLE V

        The number of directors of the Corporation shall be fixed from time to time by the Board of Directors of the Corporation.

ARTICLE VI

        In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE VII

        Unless and except to the extent that the Bylaws of the Corporation so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VIII

        To the fullest extent from time to time permitted by law, no director of the Corporation shall be personally liable to any extent to the Corporation or its stockholders for monetary damages for breach of his fiduciary duty as a director.

ARTICLE IX

        Each person who is or was or had agreed to become a director or officer of the Corporation, and each such person who is or was serving or who had agreed to serve at the request of the Corporation as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise (including the heirs, executor, administrators or estate of such person), shall be indemnified by the Corporation to the fullest extent permitted from time to time by applicable law. Any repeal or modification of this Article IX shall not adversely affect any right to indemnification of any person existing at the time of such repeal or modification with respect to any matter occurring prior to such repeal or modification.

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Annex B

CONFIDENTIAL

[Union Square Advisors Logo]

December 6, 2011

Board of Directors
DemandTec, Inc.
1 Franklin Parkway, Building 910
San Mateo, CA 94403

Members of the Board:

        We understand that DemandTec, Inc. (the "Company"), International Business Machines Corporation (the "Buyer") and Cudgee Acquisition Corp., a wholly owned subsidiary of the Buyer ("Acquisition Sub"), propose to enter into an Agreement and Plan of Merger, substantially in the form of the draft dated December 5, 2011 (the "Merger Agreement"). The Merger Agreement provides, among other things, that Acquisition Sub will merge with and into the Company with the Company continuing as the surviving corporation in the merger (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transaction"), and each outstanding share of common stock, par value $0.001 per share (the "Common Stock"), of the Company, other than shares (i) held in treasury, (ii) held by the Buyer or (iii) as to which dissenters' rights have been perfected, will be converted into the right to receive $13.20 per share in cash (the "Consideration"). The terms and conditions of the Transaction are more fully set forth in the Merger Agreement.

        You have asked for our opinion as to whether, as of the date hereof, the Consideration to be received by the holders of shares of the Common Stock pursuant to the Merger Agreement (the "Holders") is fair, from a financial point of view, to the Holders.

        For purposes of the opinion set forth herein, we have, among other things:



    Union Square Advisors LLC    
Two Embarcadero Center, Suite 1330
San Francisco, CA 94111
(415) 501-8000
  www.usadvisors.com   70 East 55th Street, 18th Floor
New York, NY 10022
(212) 421-1423

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        In our review and analysis and in rendering this opinion, we have assumed and relied upon, but have not assumed any responsibility to independently investigate or verify, the accuracy and completeness of all information that was publicly available or supplied or otherwise made available to us by the Company, or that was otherwise reviewed by us. We have relied on assurances of the Company's management that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In our review, we did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of, nor did we conduct a physical inspection of any of the properties or facilities of, the Company. We have not been furnished with any such evaluations or appraisals of such physical inspections, and we do not assume any responsibility to obtain any such evaluations or appraisals. In addition, we have relied, without independent verification, upon the assessments of the management of the Company as to the existing and future technology and products of the Company and the risks associated with such technology and products.

        With respect to the Company Projections provided to us, we note that projecting future results of any company is inherently subject to uncertainty. The Company has informed us, however, and we have assumed, that the Company Projections have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the Company's management as to the future financial performance of the Company. We express no opinion with respect to the Company Projections or other financial forecasts or the assumptions on which they are based.

        We have assumed that the Transaction will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver or amendment of any terms or conditions material in any way to our analysis. We have also assumed that the final executed form of the Merger Agreement will be substantially similar to the draft that we have examined. We have further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Transaction will be obtained without any delay, limitation, restriction or condition that would, in any respect, be material to our analysis.

        We are not legal, accounting, tax or regulatory advisors and have assumed, with your permission, the accuracy and completeness of assessments by the Company and its legal, accounting, tax and regulatory advisors with respect to such matters. In addition, in preparing this opinion, we have not taken into account any tax consequences of the proposed Transaction to any Holder.

        Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

        Our opinion does not address the relative merits of the Transaction as compared to any alternative transaction or opportunity that might be available to the Company, nor does it address the underlying business decision by the Company to engage in the Transaction. This opinion addresses only the fairness from a financial point of view, as of the date hereof, of the Consideration to be paid to the Holders pursuant to the Merger Agreement. We do not express any view on, and our opinion does not

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address, any other term or aspect of the Merger Agreement or the Transaction or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Transaction.

        We express no opinion with respect to the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company. We further provide no opinion with respect to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Transaction, whether relative to the Consideration to be paid to the Holders pursuant to the Merger Agreement or otherwise. This opinion does not constitute a recommendation as to how any Holder should vote on the Transaction or any matter related thereto and does not in any manner address the prices at which the Common Stock will trade at any time.

        We have been engaged by the Company to act as financial advisor to the Company in connection with the Transaction and will receive a fee for our services, a portion of which is payable upon delivery of this opinion and a substantial portion of which is payable contingent upon the closing of the Transaction. We will also be reimbursed for reasonable expenses incurred, and the Company has agreed to indemnify us against liabilities arising out of or in connection with the services rendered and to be rendered by us under such engagement.

        During the two year period prior to the date hereof, no material relationship existed between Union Square and its affiliates and either the Company or the Buyer pursuant to which compensation was received by Union Square or its affiliates; however, Union Square and its affiliates may in the future provide investment banking and other financial services to the Company or the Buyer and their respective affiliates for which we would expect to receive compensation. Union Square provides investment banking and other services to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Union Square may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of the Company, the Buyer or certain of their respective affiliates.

        This opinion has been approved by our fairness opinion committee in accordance with our customary practice. This opinion is for the information of the Board of Directors of the Company and may not be used for any other purpose without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company makes with the Securities and Exchange Commission in connection with the Transaction if such inclusion is required by applicable law.

        Based on and subject to the foregoing, we are of the opinion that, as of the date hereof, the Consideration to be received by the Holders pursuant to the Merger Agreement is fair, from a financial point of view, to the Holders.

    Very truly yours,

 

 

UNION SQUARE ADVISORS LLC

 

 

By:

 

/s/ EDWARD R. SMITH

    Edward R. Smith
Senior Managing Director

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Annex C

§ 262. Appraisal rights

        (a)   Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment

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to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

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        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders.

Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.

        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

        (h)   After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the

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fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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DemandTec, Inc. One Franklin Parkway, Building 910 San Mateo, CA 94403 proxy This proxy is solicited by the Board of Directors for use at the Special Meeting on February 14, 2012. The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted FOR Items 1 through 3. By signing the proxy, you revoke all prior proxies and appoint Daniel R. Fishback and Mark A. Culhane, and each of them with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Special Meeting and all adjournments. See reverse for voting instructions. DemandTec, Inc. SPECIAL MEETING OF STOCKHOLDERS Tuesday, February 14, 2012 11:00 a.m. (PT) The Offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 1200 Seaport Boulevard Redwood City, CA 94063

 


 

COMPANY # TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD. The Board of Directors Recommends a Vote FOR Items 1 through 3. 1. The proposal to adopt the Agreement and Plan of Merger, dated as of December 7, 2011, by and among International Business Machines Corporation (“IBM”), a New York corporation, Cudgee Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of IBM, and DemandTec, Inc., a Delaware corporation, as such agreement may be amended from time to time. For Against Abstain 2. The proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement at the time of the special meeting. For Against Abstain 3. The proposal to approve, on an advisory (non-binding) basis, certain “golden parachute” compensation that may be paid or become payable to DemandTec, Inc.’s named executive officers in connection with the merger, including the agreements and understandings with DemandTec, Inc. pursuant to which such compensation may be paid or become payable. For Against Abstain THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. Address Change? Mark box, sign, and indicate changes below: Date Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis - trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. INTERNET – www.eproxy.com/dman Use the Internet to vote your proxy until 11:59 p.m. (CT) on February 13, 2012. PHONE – 1-800-560-1965 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on February 13, 2012. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. Shareowner ServicesSM P.O. Box 64945 St. Paul, MN 55164-0945 Please detach here