Filed by Terra Networks, S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Lycos, Inc.
Commission File No. 000-27830
Telefonica LOGO Terra LOGO Press Release
TELEFONICA AND TERRA MOVE AHEAD WITH ACQUISITION OF LYCOS
MADRID, Spain, August 1, 2000-Telefonica and Terra continue to carry out the
necessary procedures to finalize the acquisition of Lycos by Terra.
The capital increase (2.2 billion Euros) contemplated in the acquisition
agreements is expected to be concluded in mid-September. Telefonica reiterates
its commitment to fully subscribe this capital increase if any shares are not
purchased by the rest of the stockholders.
Telefonica and Terra estimate that the closing of the transaction, which
will occur after the Annual General Meeting of Lycos, could take place during
the month of October.
The closing of the transaction, including the procedures which are yet to
be concluded, are subject to the approval of the appropriate authorities. It is
hoped that they will be obtained within the time frame indicated.
These materials contain certain forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of 1995,
including, but not limited to: the timing of the Terra Networks, S.A. ("Terra
Networks") rights offering and the Terra Networks and Lycos, Inc. ("Lycos")
merger. Forward-looking statements may also be identified by words such as
"believes", "expects", "anticipates", "projects", "intends", "should", "seeks",
"estimates", "future" or similar expressions. The forward-looking statements
included in these materials are based on current expectations. However, some of
the actions described above may be delayed or may not occur due to various
factors, such as delay in our receipt of, or our failure to receive, necessary
shareholder and regulatory approvals, many of which are beyond the control of
Terra Networks.
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 will be able to obtain copies of the registration statements and
other documents from the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549, Telephone (202) 942-8090, Fax (202) 628-9001, E-mail:
[email protected]. In addition, documents (excluding any exhibits) filed with
the SEC by Terra Networks will be available free of charge from Terra Networks.
Read the proxy statement/prospectus carefully before making a decision
regarding the share exchange.
<PAGE>
This communication shall not constitute an offer to sell or the
solicitation of an offer to by, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction.
<PAGE>
Telefonica LOGO Terra LOGO Nota de Prensa
Press Release
01/08/2000
TELEFONICA Y TERRA AVANZAN HACIA LA
ADQUISICION DE LYCOS
Madrid, 1 de agosto de 2000. Telefonica y Terra continuan desarrollando
los tramites necesarios para el cierre de la adquisicion de Lycos por Terra.
La ampliacion de capital dineraria (2.200 millones de Euros) prevista en
los acuerdos de adquisicion se espera que quede concluids a mediados del mes de
septiembre, reiterando Telefonica su compromiso de suscribir tal ampliacion en
su integridad si quedaran acciones sin suscribir por el resto de los
accionistas.
Telefonica y Terra estiman que el cierre de la operacion, una vez se
celebre la Junta General de Accionistas de Lycos, podra tener lugar en el mes
de octubre.
El cierre de la operacion, incluyendo laos tramites pendientes de
conclusion, estan sujetos a la aprobacion de las autoridades competentes, que se
esperan obtener en el marco del calendario indicado.
<PAGE>
These materials contain certain forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of 1995,
including, but not limited to: the timing of the Terra Networks, S.A. ("Terra
Networks") rights offering and the Terra Networks and Lycos, Inc. ("Lycos")
merger. Forward-looking statements may also be identified by words such as
"believes", "expects", "anticipates", "projects", "intends", "should", "seeks",
"estimates", "future" or similar expressions. The forward-looking statements
included in these materials are based on current expectations. However, some of
the actions described above may be delayed or may not occur due to various
factors, such as delay in our receipt of, or our failure to receive, necessary
shareholder and regulatory approvals, many of which are beyond the control of
Terra Networks.
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 will be able to obtain copies of the registration statements and
other documents from the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549, Telephone (202) 942-8090, Fax (202) 628-9001, E-mail:
[email protected]. In addition, documents (excluding any exhibits) filed with
the SEC by Terra Networks will be available free of charge from Terra Networks.
Read the proxy statement/prospectus carefully before making a decision
regarding the share exchange.
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