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Filed by Inktomi Corp
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Exchange Act of 1934
Subject Company: Walt Disney Co.
Commission File No. 001-11605
FOR IMMEDIATE RELEASE
INKTOMI INVESTOR CONTACT: INKTOMI MEDIA CONTACT:
Vishal Makhijani Julie Keslik
Inktomi Corporation Inktomi Corporation
(650) 653-3072 (650) 653-3074
[email protected] [email protected]
THE WALT DISNEY COMPANY: GO.COM:
Christine Castro Eric Handler
(818) 560-6427 (818) 623-3913
[email protected] [email protected]
INKTOMI TO ACQUIRE ULTRASEEK CORPORATION
GO.COM TO SELL ITS CORPORATE SOFTWARE BUSINESS
INKTOMI TO EXTEND SEARCH CAPABILITIES INTO GROWING ENTERPRISE MARKET
FOSTER CITY, Calif., June 8, 2000 - Inktomi Corp. (NASDAQ: INKT), developer
of scalable Internet infrastructure software, today announced that it has signed
a definitive agreement to acquire Ultraseek Corporation, a subsidiary of GO.com,
the Internet business of The Walt Disney Company (NYSE:GO). The acquisition will
enable Inktomi to extend its search capabilities into the enterprise market,
building on its current position in the general Internet search market.
Ultraseek provides a scalable and customizable search and navigation software
solution to businesses for their corporate intranet and extranet sites.
"Today's acquisition solidifies Inktomi's position as a leading provider of
search technology to a range of customers worldwide," said David Peterschmidt,
president and CEO of Inktomi. "Our move into the enterprise market sets the
agenda for the delivery of search and navigation software for intranet and
extranet sites. Ultraseek's proven technology and extensive customer base makes
it an excellent fit for our organization."
GO.com Chairman Steve Bornstein said, "The divestiture of the Ultraseek
enterprise business highlights GO.com's commitment to focus on and enhance its
position
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as a leading provider of consumer entertainment, information and services on the
Internet, and fully leveraging the creative strength of The Walt Disney Company.
GO.com will retain its world-class consumer search technology and services,
which are integral components of its leading Web properties such as the GO.com
portal, ESPN.com and Disney.com.
"While Ultraseek's enterprise software is not closely linked to our
consumer-oriented business, it is a valuable asset and a strong fit with
Inktomi's business. As such, we believe this transaction is a win-win for both
GO.com and Inktomi," Bornstein added.
With the addition of Ultraseek, Inktomi can deliver a robust and
easy-to-use packaged search solution to the growing Enterprise Information
Portal market, which is projected to reach $14B by 20021. Recognizing the need
to solve complex scalability and integration issues similar to Internet portals,
companies demand high-quality, high-performance search as a standard for their
corporate intranet and extranet data. Inktomi's leading search services combined
with Ultraseek's proven packaged search technology will provide a solid range of
solutions to existing and future customers.
Inktomi will acquire 100 percent of the outstanding stock and assume all
stock options of Ultraseek in exchange for $3.5 million in cash and shares of
Inktomi common stock valued at $341.2 million. Of the total consideration,
$317.5 million will be provided to GO.com. Inktomi will account for the
transaction under the purchase method of accounting. The transaction is expected
to close in the September quarter, subject to customary closing conditions.
Following closing, Ultraseek will operate under the Inktomi name with all
employees of Ultraseek joining Inktomi.
ABOUT GO.COM
GO.com, the Internet business of The Walt Disney Company, manages some of the
Internet's most popular Web sites, including the GO.com portal, as well as
ABC.com, ABCNEWS.com, ABCSports.com, Disney.com, Disneystore.com,
DisneyTravel.com,
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ESPN.com, ESPNstore.com, EXPN.com, Family.com, Movies.com, Mr. Showbiz, NFL.com,
NBA.com, NASCAR Online and Soccernet. Steven M. Bornstein is the chairman of
GO.com, which is headquartered in North Hollywood, California, with operations
in Sunnyvale, California, Seattle, New York, Bristol, Connecticut, and London.
ABOUT INKTOMI
Based in Foster City, Calif., Inktomi develops and markets scalable
infrastructure software designed for ISPs, content delivery and hosting
providers, Web portal and commerce sites, wireless operators and global
enterprises. Inktomi portal services include the search, directory, and commerce
engine applications; network products include the Traffic Server network cache
platform, Content Delivery Suite and associated value-added service
applications. Inktomi's customer and strategic partner base today includes such
leading companies as America Online, British Telecommunications, CNET,
Excite@Home, Intel, Merrill Lynch, Microsoft, RealNetworks, Sun Microsystems and
Yahoo! The company has offices in North America, Asia and Europe. For more
information, visit www.inktomi.com.
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Investors are urged to read documents relevant to the acquisition described in
this announcement that are to be filed with the U.S. Securities and Exchange
Commission (the "SEC") or the Secretary of State of California, because they
contain important information about the acquisition. You can obtain the relevant
documents that are filed with the SEC for free on the SEC's web site at
http://www.sec.gov or from Inktomi. You can request copies of such documents by
calling Daniel Jochnowitz at 650-653-5461 or writing to: Inktomi Corporation,
4100 East Third Avenue, Foster City, CA 92651 Att: Daniel Jochnowitz.
Except for the historical information contained herein, this press release
contains forward-looking statements that involve risks and uncertainties. Actual
results may differ materially from the results predicted and reported results
should not be considered an indication of future performance. The potential
risks and uncertainties include, among others, Inktomi's limited operating
history, history of losses, substantial dependence on Network Products, need to
attract and retain portal customers and merchants, uncertainty of market
acceptance, risks associated with acquisitions and entry into new markets, and
substantial competition. For factors that could affect the business and
financial results, see "Factors Affecting Operating Results" contained in our
Quarterly Report on Form10-Q filed with the Securities and Exchange Commission
on May 15, 2000. Inktomi cautions readers not to place undue reliance upon any
such forward looking statements, which speak only as of the date made. Inktomi
expressly disclaims any
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1 Summit Strategies, INTER@CTIVE WEEK
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obligations or undertaking to release publicly any updates or revision to any
such statements to reflect any change in Inktomi's expectations or any change in
events, conditions or circumstances on which any such statement is based.
Copyright (C) 2000 INKTOMI CORPORATION. All Rights Reserved. Inktomi, Traffic
Server, Scaling the Internet and the tri-colored cube logo are all trademarks or
registered trademarks of Inktomi Corporation. All other company and product
names referenced herein are the trademarks or registered trademarks of their
respective holders.
