
NBC to Acquire NBC Internet Inc. (NBCi)
NEW YORK, and SAN FRANCISCO, April 9 /PRNewswire/ -- NBC and Internet
portal company NBCi (Nasdaq: NBCI) announced today that they have entered into
a merger agreement under which NBC will acquire all of NBCi and integrate its
properties into NBC. NBCi was created in 1999, when NBC merged several of its
key Internet assets with XOOM.com and Snap.com.
(Photo: http://www.newscom.com/cgi-bin/prnh/20000925/NBCILOGO )
NBC is currently a minority shareholder in NBCi, holding approximately
38.6% of the company's outstanding shares. Under terms of the agreement,
public shareholders of NBCi will receive $2.19 for each share of NBCi that
they own. This price represents a 46% premium over NBCi's closing price of
$1.50 on Friday, April 6. As a result of the merger, NBC will own all of the
remaining assets and liabilities of NBCi.
"NBC has been a pioneer in new technologies, and the steps we took to
create NBCi were in keeping with that tradition," said Bob Wright,
Vice Chairman, GE, and President, NBC. "However, recent changes in the portal
space and the Internet advertising market have caused us to reexamine this
initiative. This acquisition will enable us to build on our competitive
advantage in the Internet arena while leveraging our core competencies as a
network."
NBC is in the process of determining how NBCi's assets will be utilized.
NBC's strategy for these Web properties will be developed over the next
several months.
"This transaction lays the groundwork for future decisions about our
online presence," said Mark Begor, CFO, NBC, and President, NBC Business
Development and Interactive Media. "This begins the next phase in the
evolution of our Internet strategy as we seek to build successful models like
MSNBC.com, the #1 news site on the Internet, and CNBC.com, the stickiest
financial site on the Web."
The transaction was separately negotiated and approved by the non-NBC
members of NBCi's board of directors. Dresdner Kleinwort Wasserstein served
as financial advisor to the non-NBC members of the board in connection with
the transaction. The agreement is subject to customary conditions, including
the approval of a majority of the shares held by NBCi's public shareholders.
The transaction is expected to be completed some time this summer.
"Today's declining market conditions in the Internet space have made it
difficult for NBCi to remain competitive," said Will Lansing, CEO, NBCi.
"This was a hard decision, but in the end we have determined that this course
of action is best for the company's public stockholders. They will be
receiving a substantial premium over the current share price, in an
environment in which only top tier portal services are even close to being
profitable. Rather than continuing to operate at a significant loss, and
having the value of NBCi continue to erode, we believe this transaction is in
the best interest of NBCi's public stockholders."
Consistent with its existing plans, NBCi will immediately begin reducing
the size of its workforce as it prepares to scale down the business.
NBC and NBCi will hold a conference call on Monday, April 9th, 2001 at
11:00 AM (ET) with key executives to discuss the transaction. The call number
is 800-289-0493. A replay will be available after 2:00 PM (ET) at
888-203-1112 (confirmation code: 464024).
About NBC
The nation's first broadcast network, NBC has evolved into a diverse,
international media company. In addition to the NBC Television Network and 13
television stations, the company owns CNBC, operates MSNBC in partnership with
Microsoft, and maintains equity interests in Arts & Entertainment, the History
Channel, and Rainbow Media Holdings, Inc. NBC owns equity stakes in several
new media companies in addition to NBCi. International holdings include CNBC
Europe and CNBC Asia, which are services of NBC and Dow Jones, and an equity
position in National Geographic Channels International.
About NBC Internet Inc.
NBC Internet Inc. (NBCi) is a leading Internet company that helps
consumers access Internet resources, leveraging user data to broker
information, commercial, and entertainment transactions between consumers and
marketing partners. NBCi's flagship consumer Internet portal, NBCi.com,
provides Internet search and directory, information, community, personal file
storage, e-commerce, and entertainment services for both narrowband and
broadband users.
NBCi was launched in November 1999 through the combination of NBC and
CNET's Snap.com, Xoom.com, NBC.com, NBC Interactive Neighborhood, VideoSeeker,
and a 10 percent equity stake in CNBC.com. NBC Internet publicly trades under
the ticker NBCI on The Nasdaq Stock Market(R). NBC, a subsidiary of General
Electric Company (GE), holds a 38.6 percent ownership stake in NBCi. NBCi has
headquarters in San Francisco and has offices in New York City, Los Angeles
and Chicago.
Forward-Looking Statements
This press release includes forward-looking information and statements
that are subject to risks and uncertainties that could cause actual results to
differ materially. These statements are often identified by words such as
"expect" "anticipated" and "intend." These forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
materially from those projected, anticipated or implied. The forward-looking
statements address the following subjects, among others: expected date of
closing the merger, future financial and operating results, and timing and
benefits of the merger. Statements regarding the expected date of completion
of the transaction are subject to the risk that the closing conditions will
not be satisfied, including the risk that regulatory approvals will not be
obtained or that the stockholders of NBCi will not approve the merger and that
the merger will not be consummated.
For risks about NBCi's business; see its Form 10-K for the year ended
December 31, 2000, as well as its other SEC filings.
Investors and stockholders are urged to read the proxy statement regarding
the merger that will be filed by NBCi with the Securities and Exchange
Commission. The proxy statement will contain important information that
stockholders should consider before making any decision regarding the proposed
merger. Investors and stockholders may obtain a free copy of the proxy
statement (when it is available) and other documents filed by NBCi at the
Commission's web site at http://www.sec.gov. In addition to the proxy statement,
NBCi files annual, quarterly and special reports, proxy statements and other
information with the Commission. You may read and copy any reports,
statements and other information filed by NBCi at the Commission's public
reference room at 450 Fifth Street, N.W. Washington, D.C. 20549 or at the
Commission's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the Commission at 800-SEC-0330 for further
information on public reference rooms. The proxy statement and these other
documents may also be obtained for free from NBCi.
NBC, NBCi and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of NBCi in favor of the merger. The directors and executive officers of NBC
and their beneficial ownership of NBCi common stock are set forth in the
Schedule 13D filed by NBC on April 9, 2001. The directors and executive
officers of NBCi and their beneficial ownership of NBCi common stock are set
forth in the proxy statement for the 2000 annual meeting of NBCi. You may
obtain those documents free of charge at the Commission's website,
http://www.sec.gov. Stockholders of NBCi may obtain additional information regarding
the interests of the foregoing people by reading the proxy statement when it
becomes available.
SOURCE NBC Internet, Inc.
Web site: http://www.nbci.com
Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20000925/NBCILOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, 888-776-6555 or 201-369-3467
Company News On-Call: http://www.prnewswire.com/comp/153968.html or fax, 800-758-5804, ext. 153968
CONTACT: Cory Shields, 212-664-3457, or cory.shields@nbc.com, or Rebecca Tompkins, 212-664-3505, or rebecca.tompkins@nbc.com, both of NBC; or Roger Maes of NBCi, 415-375-5109, or roger.maes@nbci.com
CAPTION: NBCILOGO NBC INTERNET NBC Internet logo. (PRNewsFoto)[AG] NEW YORK, NY USA 09/25/2000
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