Interwest Group, Inc., a Subsidiary of Anschutz Company and the Largest
Shareholder of INCC, Will Become Major Shareholder of RMI.NET
DENVER, Sept. 11 /PRNewswire/ -- RMI.NET, Inc. (Nasdaq: RMII), a national
e-commerce and connectivity company, and Internet Communications Corp.
(Nasdaq: INCC), announced today that they have revised the terms of their
previously announced agreement for RMI.NET to acquire INCC, and have extended
the time to complete the merger. The acquisition of INCC by RMI.NET will be
subject to the approval of both companies' shareholders.
(Photo: http://www.newscom.com/cgi-bin/prnh/19990628/RMILOGO )
Interwest Group, Inc. -- a wholly owned subsidiary of Anschutz Company and
owner of approximately 60 percent of INCC -- will become a major equity holder
in RMI.NET. INCC, based near Denver, provides small and medium-sized
businesses with the design, implementation, and management of premise and
network-based communications for wide area networks and voice systems.
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, other than Interwest Group Inc.,
will receive 0.55 RMI.NET common shares for each share of INCC common stock.
Interwest Group will receive 0.45 RMI.NET common shares for each share of INCC
common stock. Shareholders other than Interwest Group and INCC directors
will also receive one warrant for each share of Internet Communications common
stock. The warrant, exercisable for cash at $8.00 per share of RMI.NET common
stock, will be used as a funding source for RMI.NET, and callable by RMI.NET
when its share price reaches $9.04 per share.
Funds previously loaned to INCC by Interwest Group will be repaid in INCC
common stock, which will be converted to RMI.NET common stock at the
0.45 exchange ratio. In addition, the Interwest Group will receive a warrant,
exercisable one year from the closing, which may provide the Interwest Group
with additional RMI.NET shares, depending on the value of RMI.NET common stock
at that time.
"I am extremely pleased with our ability to reach agreement on revised
terms for this transaction, which were made necessary as a result of market
activity over the past several months," said Douglas H. Hanson, RMI.NET's
chairman and chief executive officer. "Not only is INCC a great fit for
RMI.NET, but it is our belief the shareholders will also benefit.
Hanson added, "INCC's extensive business customer base will gain access to
RMI.NET's expanded business products and services offerings. Additionally, I
believe this merger will accelerate RMI.NET toward the successful completion
of its Five Point Strategic Action Plan, announced earlier this year, and
assist in achieving EBITDA neutrality in December 2000, and profitability in
early 2001."
"This opportunity continues to position itself directly in the path of our
future strategy. We believe just as strongly today, as we did in March, that
RMI.NET's e-commerce depth, combined with the expertise we possess in
enterprise network design and management, will give the combined company
unique capabilities in a rapidly growing market," said Thomas Galley,
president and chief executive officer for INCC.
Upon completion of the acquisition, it is anticipated that Galley will
remain with the combined company. The merger expected to have minimal impact
on the employee bases of the two companies.
INCC has an extensive dedicated and frame relay network to carry data
traffic nationwide, serving over 300 metropolitan areas. This network allows
INCC to provide high-speed Internet access to small and mid-size companies.
Denver-based RMI.NET 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 customers nationwide. The company wholly
owns a proprietary portal site and search engine, WebZone, at http://www.webzone.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 form 10-K of each company for the year ending December 31,
1999, 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
CONTACT:
Jeremy Bronson, Director, Investor and Media
Relations of RMI.NET, 303-672-0700, jeremy.bronson@corp.rmi.net;
or Thomas Galley, President & Chief Executive Officer of INCC,
303-414-7111, tomgalley@incc.com
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