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EXHIBIT 99.1
ticketmaster.com [LOGO]citysearch.com
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FOR IMMEDIATE RELEASE
TICKETMASTER ONLINE-CITYSEARCH TO ACQUIRE
TICKETMASTER CORPORATION
COMBINATION WILL CREATE UNPARALLELED WORLD LEADER IN RESERVED ACCESS,
LOCAL INFORMATION AND SERVICES
BUSINESSES POISED FOR ACCELERATED GROWTH IN NEW MARKETS
November 21, 2000 - New York, NY and Pasadena, CA - USA Networks, Inc. (NASDAQ:
USAI) and Ticketmaster Online-Citysearch, Inc. (NASDAQ: TMCS) announced today
that they have entered into an agreement to combine Ticketmaster Corporation, a
wholly owned subsidiary of USAi, with TMCS, following the unanimous
recommendation of a TMCS independent Board Special Committee. Under terms of the
agreement, USAi will contribute Ticketmaster Corporation to TMCS and receive in
exchange 52 million TMCS Class B shares.
The combination will be renamed Ticketmaster and will result in an unparalleled
group of global businesses all focused on reserved access and local information
and services for consumers. The new Ticketmaster will unite USAi's Ticketmaster
Corporation, the world's leading ticketing company comprised of offline and
international ticketing and reservation businesses, with TMCS's
ticketmaster.com, the second largest eCommerce company on the Internet,
Citysearch, the most used local information and services global network, and
Match, the leader in subscription online personals.
The new Ticketmaster will have a customer database of over 20 million, including
more than 12 million active customers, processing over 80 million tickets
annually, through 3,430 ticketing outlets, 16 call centers, in more than 80
cities and via eight primary websites. As a result of the combination,
Ticketmaster will be better positioned to accelerate its growth in new markets
worldwide and Citysearch will benefit from a broader base of transaction
verticals from which it can continue to solidify its number one position as the
leading network of local information and services.
Upon close of the transaction, USAi's equity in the new Ticketmaster will have
increased from 49% in TMCS to 68% in the combined Company. Barry Diller,
Chairman and CEO of USAi, will also assume the position of Co-Chairman,
Ticketmaster.
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Mr. Diller said: "Once separated at birth in order to grow the online business,
now properly rejoined with one word, Ticketing - online, offline, wireline or no
wireline - it's now one comprehensive idea for development throughout the
world."
Terry Barnes, currently Chairman and CEO of Ticketmaster Corporation, will
become Co-Chairman, with responsibility for overseeing all operations of the new
Ticketmaster; John Pleasants, currently President and CEO of TMCS, will become
CEO; Larry Jacobson, currently President of Ticketmaster Corporation, will
become President and COO. Together, Mr. Barnes, Mr. Pleasants and Mr. Jacobson
will comprise the Office of the Chairman. Additionally, Charles Conn, the
current Chairman and co-founder of TMCS, will remain with the Company in a
strategic advisory capacity.
"We believe that both our clients and customers will benefit from this
transaction as we combine our resources and energy towards delivering
state-of-the-art ticketing, access services and local content," said Terry
Barnes. "The opportunities to accelerate all aspects of our businesses, in terms
of growth rates and the innovation of new services, are only the obvious reasons
to combine our companies. In the pooling of resources and talent we anticipate
newfound capabilities and expertise that can only come to fruition through this
combination."
"This combination creates an incredibly dynamic organization that will fulfill
our mission to provide people with access to and information about the things
they want to do," said John Pleasants. "United, we will strengthen an already
powerful combination of ticketing and access services, local content and
matchmaking."
"By combining our operations and management teams, we will create a dynamic
organization with a single vision that can achieve growth goals faster and
enhance shareholder value," said Larry Jacobson.
"The combination of ticketing growth trends with those of the Citysearch and
Match businesses, all within the new Ticketmaster, creates a company with solid
long term growth characteristics and a highly efficient, unique and
complementary pairing of offline and online assets," said Jon Miller, President
and CEO USA Information and Services.
Specific growth opportunities and efficiencies expected to be generated by the
combination include:
- Entry into new ticketing, access and reservation markets including
transportation and participatory sports, through the combined distribution
platforms, systems capabilities and Internet technologies of both
companies.
- Accelerated growth in tickets sold through ticketmaster.com, offering
advantages to the Company, its clients and consumers.
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- Introduction of value-added ticketing services to the Company's
approximately 5,000 ticketing clients at a faster rate, including
Print-My-Own ticketing and new yield management services delivered through
a variety of platforms including wireless devices.
- Enhanced integration of TMCS's cityguide and matchmaking content and
services into the Company's ticketing and access businesses to stimulate
increased transaction demand.
An Information Statement will be mailed to current TMCS stockholders pertaining
to the transaction. The transaction is subject to customary conditions and is
expected to be completed in the First Quarter of 2001. The contribution
agreement was reached following the unanimous recommendation of a Special
Committee of all six of the independent members of the Board of Directors of
TMCS. The Committee was formed in response to a request made by USAi to the TMCS
Board to appoint a Special Committee to explore the possibility of a combination
of Ticketmaster Corporation and TMCS.
CONFERENCE CALL
The Company will host a conference call to discuss this announcement which is
open to all parties. The call will be held on Tuesday, November 21, 2000, at
11:00 a.m. Eastern Time. Those parties in the United States and Canada
interested in participating in the telephone conference should call toll free
1-888-847-7597 and use pass code Ticketmaster or listen on the Web at
www.abouttmcs.com. Other international parties should call 1-630-395-0078 and
use pass code Ticketmaster. The call is scheduled to begin promptly at its
appointed time, and all interested parties should be on the line by then. In
order to ensure participation, please dial in 15 minutes prior to the scheduled
time.
Replays of the conference call will begin approximately one hour after its
completion and will run until 5:00 p.m. Eastern Time on November 28, 2000. To
hear the replay, parties in the United States and Canada should call toll free
1-888-567-0399. International parties should 1-402-998-1772. An online replay of
the conference call will be available at www.abouttmcs.com.
ABOUT TICKETMASTER ONLINE-CITYSEARCH
Ticketmaster Online-Citysearch is the leading local network enabling people to
get the most out of their city. Operating in cities worldwide, TMCS helps people
find and plan what they want to do, and then take action, with local
transactions functionality such as buying event tickets, making reservations, or
meeting the right people to do things with - anytime, anywhere, on multiple
devices. This integrated family of sites includes ticketmaster.com, the world's
number one online ticketing company; citysearch.com, the leading local network;
and match.com, the premier online matchmaking service. Located in Pasadena,
California, TMCS is majority owned by USA Networks, Inc.
ABOUT TICKETMASTER CORPORATION
Ticketmaster, a division of USA Networks, Inc.'s Information and Services unit,
is the world's leading ticketing service; selling over 80 million tickets valued
at more than 3 billion dollars, through more than 3,400 retail Ticket Center
outlets; 16 worldwide telephone call centers; and ticketmaster.com, through its
relationship with Ticketmaster Online-Citysearch. Ticketmaster serves more than
5,000 clients in the U.S., South America, Canada, Mexico, Europe, and Australia.
The company provides ticketing for more than 350
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professional sports teams worldwide, including more than 100 NFL, NHL, NBA, WNBA
and major league baseball franchises.
Ticketmaster is the exclusive ticketing service for hundreds of leading arenas,
stadiums, performing arts venues, and theaters. Ticketmaster provides its
clients with comprehensive ticket inventory control and management, broad
distribution, and dedicated marketing and support services. Ticketmaster
consumers receive convenient access to tickets for more than 350,000 events a
year, including a broad range of concerts, sports, family entertainment,
performing arts, and movies.
IMPORTANT DISCLOSURES
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include the information relating to possible or assumed future results of
operations of USAi and TMCS, including those preceded by, followed by or that
include the words "believes," "projects," "expects," "anticipates" or similar
expressions. These statements reflect the current views of USAi and TMCS with
respect to future events. The following important factors, in addition to those
described in USAi's and TMCS's filings with the Securities and Exchange
Commission, could affect the future results of USAi and TMCS, and could cause
those results to differ materially from those expressed in the forward-looking
statements: material adverse changes in economic conditions in the markets
served by our businesses; future regulatory actions and conditions in our
businesses' operating areas; competition from others; successful integration of
our divisions, including recently acquired businesses; product demand and market
acceptance; the ability to protect proprietary information and technology or to
obtain necessary licenses on commercially reasonable terms; and obtaining and
retaining key executives and employees. These forward-looking statements are
made as of the date of this press release, and both USAi and TMCS undertakes no
obligation to update or revise them, whether as a result of new information,
future events or any other reason.
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For More Information:
Mary McAboy, TMCS , 626-660-2858
Adrienne Becker, USAI, 212-314-7254
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