Baan back in action with Net venture

A year after resigning from the company he co-founded two decades ago, the Dutch software entrepreneur is looking to get closely involved in a fledgling Internet venture.

Canadian start-up Net Shepherd announced today that Baan is expected to take over as chairman of its board of directors, pending a proposed merger with ClickChoice.com--a Net marketing firm controlled by venture capital and consulting company Vanenburg Group, on whose board Baan also serves.

Baan could not be reached immediately for comment.

If the deal closes, it could mark an interesting new chapter in Baan's long career, which took a sharp turn last year when he and his brother Paul resigned from the Baan Company after nearly 20 years of leadership.

The management shake-up came as the company was losing market share and in the midst of a Wall Street meltdown that saw the Baan Company's value drop about 80 percent from highs set in April 1998.

At the time of Jan Baan's resignation as CEO, the Baan Company also took steps to clarify and separate the relationship between the software firm and its investment arm, Baan Ventures, which owned large stakes in several resellers of Baan's products.

Wall Street analysts were concerned that the Baan Company could be bolstering quarterly numbers by selling products to itself using the venture firm's holdings. Some of those holdings were divested in a reorganization that saw the company rechristened as Vanenburg Ventures, which was subsequently folded into Vanenburg Group.

Joshua Greenbaum, an analyst at Enterprise Applications Consulting in Berkeley, Calif., contended that Baan had little choice but to leave to avoid further tarnishing the reputation of the company.

But Greenbaum said it's no surprise that he's reemerged.

"America is the land of redemption and the software industry is the land of second chances," said Greenbaum, who follows the enterprise resource planning (ERP) software market. "It makes perfect sense."

If much has changed for Jan Baan since last year's resignation, the proposal unveiled today nevertheless recalls some of the tight-knit business relationships that caused him trouble in the past.

Under terms of the deal, ClickChoice shareholders will receive 28 million shares of Net Shepherd common stock and an undisclosed number of preferred shares in exchange for $18.5 million. Of that amount, $7.5 million is earmarked for "software development resources…in India under the direction of Jan Baan," according to a company statement. Vanenburg Group will own about 50 percent of the combined entity, which will operate under the Net Shepherd name.

Net Shepherd spokesman Peter Hunt welcomes the presence of Jan Baan on the company's board. He said the deal is a preparatory step for a listing on the Nasdaq sometime next year, adding the merger will allow the company to bolster its business-to-business offerings with marketing intelligence that tracks the online patterns of consumers.

Net Shepherd bills itself as an Internet community service. The company has recruited a volunteer online workforce, which performs certain tasks such as vetting Web sites for pornographic content in exchange for points, similar to how a frequent flier program works. Points can be exchanged for cash or other perks.

ClickPoint offers consumers free software in exchange for the right to track their movements on the Web. The two companies have signed a letter of intent to merge in a transaction that is expected to be approved by shareholders early next year, Hunt said.

News.com's Kim Girard contributed to this report.