Interwest Group, Inc., an Anschutz Company and the Largest Shareholder of INCC
Will Become Major Shareholder in RMI.NET; Acquisition Would Expand RMI.NET's
Annualized Revenue Run Rate to More Than $70 Million
DENVER, March 20 /PRNewswire/ -- RMI.NET, Inc. (Nasdaq: RMII), a national
e-commerce and connectivity company, announced today it has entered into a
definitive agreement to acquire Internet Communications Corp. (Nasdaq: INCC),
an integrated communications solution provider and network services company,
for approximately $28 million in common stock and warrants. The acquisition
of INCC by RMI.NET is subject to approval by the shareholders of INCC.
(Photo: http://www.newscom.com/cgi-bin/prnh/19990628/RMILOGO )
As a result of the transaction, the shareholders of INCC -- including
Interwest Group, Inc., a wholly owned subsidiary of the Anschutz Company and
owner of approximately 68 percent of INCC -- will take an equity position in
RMI.NET. INCC, based near Denver, provides small and medium-sized businesses
with the design, implementation, management, maintenance and monitoring of
premise and network-based communications for wide area networks.
INCC has an annualized revenue run rate of approximately $22 million.
RMI.NET currently has an annualized revenue run rate of approximately
$50 million.
Under the agreement, INCC shareholders will receive approximately 0.25 of
a share of RMI.NET common stock for each share of INCC common stock.
Additionally, the shareholders, excluding Interwest Group and INCC directors,
will receive one warrant for each share of INCC common stock, exercisable for
one share of RMI.NET common stock at $11.50, and callable on 30-day's notice
by RMI.NET when RMI.NET's share price exceeds $13 for a consecutive five
trading-day period.
"I am extremely pleased with our ability to reach agreement on this
transaction," said Douglas H. Hanson, chairman and chief executive officer for
RMI.NET. "We always have felt that INCC was a great fit for RMI.NET. We feel
equally as strong today about our decision to go forward with this
transaction. INCC has an extensive business customer base, from which RMI.NET
can benefit through the expansion of its product and service offerings. This
acquisition will give RMI.NET additional opportunities to provide e-commerce
solutions to INCC's customer base."
"This opportunity positioned itself directly in the path of our future
strategy. We believe RMI.NET's e-commerce depth, combined with INCC's network
design and management, will give us unique capabilities in a market that is
demanding integrated solutions," said Thomas Galley, president and chief
executive officer for INCC.
Galley will continue to oversee the operations of INCC. The combination
of the two companies is expected to have minimal impact on the employee bases
of the two companies.
INCC is a federally approved interstate and state-approved intrastate
carrier. It has an extensive dedicated and frame relay networks to carry data
traffic across the country, and its coverage extends to more than
300 metropolitan areas. INCC provides high-speed Internet access and manages
networks that extend nationwide.
Denver-based RMI.NET, formerly Rocky Mountain Internet, is a national
commerce solutions provider focusing on e-business for small and medium-sized
businesses. The company specializes in e-business applications; web
solutions, including design, hosting and marketing; and high-speed Internet
access, including digital subscriber line (DSL). RMI.NET has an annualized
revenue run rate of approximately $50 million and more than 100,000 nationwide
customers. The company wholly owns a proprietary portal site and search
engine, Infohiway, at http://www.infohiway.com. For more information on RMI.NET,
call (800) 864-4327, or visit the company's web site at http://www.rmi.net.
This press release might contain forward-looking statements. These
forward-looking statements are subject to risks and uncertainties. Actual
results may differ materially from such forward-looking statements as a result
of risks and uncertainties, which are described in the cautionary statements
section of the company's 10K dated December 31, 1998, and may include other
risks described in all Securities and Exchange Commission filings submitted
subsequent to this date.
SOURCE RMI.NET, Inc.
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Related links:
http://www.rmi.net
Photo Notes:
NewsCom:
http://www.newscom.com/cgi-bin/prnh/19990628/RMILOGO
PRN Photo Desk, 888-776-6555 or 201-369-3467
Company News On-Call:
http://www.prnewswire.com/comp/139760.html or fax,
800-758-5804, ext. 139760
CONTACT:
Mark Stutz, Manager, Media Relations,
303-313-0672, mark.stutz@corp.rmi.net, or Steven P. Eschbach,
CFA, Vice President, Investor Relations, 303-308-2272,
steve.eschbach@corp.rmi.net, both of RMI.NET; or Thomas Galley,
Chief Executive Officer of INCC, 303-414-7111, tomgalley@incc.net
NOTE TO EDITORS: RMI.NET will hold an analyst conference call at
2:15 p.m. MST Monday, March 20, 2000. Reporters or editors
interested in participating in the conference should contact
RMI.NET at 303.313.0672.
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