TERRA LYCOS COMPLETES COMBINATION
Transaction Closed Following Today's Landslide Lycos Shareholder Vote;
"TRLY" Trading to Begin on Tuesday, October 31, 2000
BARCELONA, Spain and WALTHAM, Mass. - October 27, 2000 - Terra Networks,
S.A. (NASDAQ: TRRA and Spanish Stock Exchanges: TRR) and Lycos, Inc.
(NASDAQ: LCOS) today announced the companies have completed their
combination announced in May. The new shares are expected to begin trading
on the Nasdaq National Market under the symbol "TRLY" and the Spanish stock
exchanges under the symbol "TRR" on Tuesday, October 31, 2000.
Lycos stockholders, who overwhelmingly approved the combination earlier
today, will receive 2.15 Terra shares for every Lycos share. Fractional
shares will be paid in cash. Stockholders will have the option of choosing
either a Terra ordinary share or a Terra ADS (American Depositary Share).
Shareholders "of record" who hold shares in their own name will receive a
letter of transmittal, in which they will be instructed where to deliver
their Lycos shares, and given the choice to receive Terra Lycos ordinary
shares or ADSs in exchange. Shareholders who hold shares through a broker
in "street name" will be credited with ADSs automatically, but may exchange
those ADSs for ordinary shares by contacting the exchange agent, Citibank,
at the phone numbers given below.
Citibank, N.A. has been appointed as Exchange Agent for the Terra Lycos
combination. Any questions for the Exchange Agent should be directed to
(212) 657-1985 or (212) 657-7800. Citibank is also the depositary bank for
the Terra ADSs. Georgeson Shareholder Communications, Inc. has been
appointed as Information Agent for the combination. Any questions for the
Information Agent should be directed to (800) 223-2064 or (212) 440-9800 or
[email protected].
About Terra Lycos
Terra Lycos is a new global Internet network operating in 40 countries in
19 languages, reaching 91 million unique monthly visitors worldwide.
Created by the combination of Terra Networks, S.A. and Lycos, Inc., Terra
Lycos is one of the most popular Internet networks in the U.S., Europe and
Asia, is the leading portal to Spanish- and Portuguese-speaking markets,
and is the number three access provider in the world. The Terra Lycos
network of sites includes Lycos.com, Terra.com, Angelfire.com, ATuHora.com,
Gamesville.com, HotBot.com, htmlGEAR.com, Invertia.com, LycosZone.com,
Matchmaker.com, Quote.com, Rumbo.com, Sonique.com, Tripod.com,
Webmonkey.com, WhoWhere.com and Wired News (Wired.com). The company's
corporate headquarters are in Barcelona, Spain and its operating
headquarters are in Waltham, Mass.
Forward Looking Statements
This release contains forward-looking statements within the meaning of the
"Safe Harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations or
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements in this release
address: expected date of trading of the new Terra Lycos ADSs; future
financial and operating results; and the benefits of the merger.
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The following factors, among others, could cause the timing of such events
or the actual results to differ materially from those described in the
forward-looking statements: any delay in the registration of the capital
increase relating to the Terra Networks ordinary shares underlying the ADSs
or in the listing on the Spanish Stock Exchanges of such ordinary shares;
the risk that Terra's and Lycos's businesses will not be integrated
successfully; costs related to the merger; inability to further identify,
develop and achieve commercial success for new products, services and
technologies; increased competition and its effects on pricing, spending,
third-party relationships and revenues; inability to establish and maintain
relationships with commerce, advertising, marketing, technology and content
providers.
For a detailed discussion on these and other cautionary statements, please
refer to the proxy statement/prospectus which Terra and Lycos have filed
with the Securities and Exchange Commission, and to Terra's filings with
the Securities and Exchange Commission, including the Risk Factors section
of Terra's F-1 filing that became effective in November 1999, and Lycos's
filings with the Securities and Exchange Commission, including the section
titled "Factors Affecting the Company's Business, Operating Results and
Financial Conditions" of the Management's Discussion and Analysis in its
Form 10-K for the year ended July 31, 1999 and the Risk Factors section of
Lycos's S-3 filing that became effective in March, 2000. We urge investors
to read the proxy statement/prospectus and any other relevant documents
that Terra Networks and Lycos have filed and will file with the SEC because
they contain important information.
Investors and securityholders may obtain a free copy of the documents filed
by Lycos and Terra with the SEC at the SEC's web site at www.sec.gov or for
free from Lycos or Terra.
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(C)2000 Lycos, Inc. - Lycos(R)is a registered trademark of Carnegie Mellon
University. All other product or service marks mentioned herein are those
of Lycos or their respective owners. All rights reserved.
