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OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
CHORDIANT SOFTWARE, INC.
$5.00 Net Per Share
MAPLE LEAF ACQUISITION CORP.
a wholly owned subsidiary
THE OFFER AND THE WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT
(ONE MINUTE PAST 11:59 P.M.), NEW YORK CITY TIME, ON TUESDAY, APRIL 20, 2010,
UNLESS THE OFFER IS EXTENDED
Maple Leaf Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Pegasystems Inc.,
a Massachusetts corporation (“Pegasystems”), is offering to purchase all of the issued and outstanding shares of common
stock, par value $0.001 per share (the “Shares”), of Chordiant Software, Inc., a Delaware corporation (the “Company”), at a price
of $5.00 per Share (as adjusted pursuant to the Merger Agreement (as defined below)), net to the holder thereof in cash without
interest (the “Offer Price”), and less any required withholding taxes, upon the terms and subject to the conditions set forth in
this Offer to Purchase, dated March 24, 2010 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together
with any amendments or supplements hereto and thereto, collectively constitute the “Offer”). All references herein to “Shares”
shall be deemed to include all associated rights to purchase Series A Junior Participating Preferred Stock issued pursuant to the
Rights Agreement, dated as of July 10, 2008, between the Company and American Stock Transfer & Trust Co. LLC, as amended.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of March 14, 2010, by and among
Pegasystems, Purchaser and the Company (as may be amended, modified or supplemented from time to time, the “Merger
Under the terms of the Merger Agreement, following the consummation of the Offer and the payment for all Shares
tendered pursuant thereto, and subject to certain conditions described in this Offer to Purchase, Purcha