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EXHIBIT 20.1
FOR IMMEDIATE RELEASE
September 11, 2000
NEWS
RMII
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RMI.NET and Internet Communications Corp. (INCC) Agree to Revise Terms And
Extend Time for Completion of Merger
Interwest Group, Inc., a Subsidiary of Anschutz Company and the Largest
Shareholder of INCC, Will Become Major Shareholder of RMI.NET
DENVER -- 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.
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
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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 is 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 www.webzone.com. For more information on RMI.NET,
call (800) 864-4327, or visit the company's web site at 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.
(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 as
of this date.)
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CONTACTS
RMI.NET
Jeremy Bronson
Director of Public Relations
E-mail: [email protected]
Phone: 303-672-0706
Fax: 303-672-0738
www.rmi.net
Copyright (C) RMI.NET 2000
