Type: 425
Sequence: 1
Description: Rule 425 Communications
Filed by Lycos, Inc.
Pursuant to Rule 425
under the Securities Act of 1933
Commission File Number 0-27830
Subject Company: Terra Networks, S.A.
This announcement 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
contained herein address future financial and operating results and the
benefits of the merger. The following factors, among others, could cause
actual results to differ materially from those described in the
forward-looking statements: the risk that our businesses will not be
integrated successfully; costs related to the merger; increased competition
and its effects on pricing, spending, third-party relationships and revenues;
inability to obtain, or meet conditions imposed for, antitrust approvals
related to the merger; inability to further identify, develop and achieve
commercial success for new products, services and technologies; inability to
establish and maintain relationships with commerce, advertising, marketing,
technology and content providers; and failure to obtain necessary stockholder
approvals for the merger. For a detailed discussion of these and other
cautionary statements, please refer to Lycos' and Terra's filings with the
Securities and Exchange Commission.
Investors and security holders are urged to read the proxy
statement/prospectus regarding the merger when it is finalized and becomes
available, because it will contain important information. Lycos and Terra will
file the proxy statement/prospectus with the Securities and Exchange
Commission. Investors and security holders may obtain a free copy of the final
proxy statement/prospectus (when it is available) and other documents filed by
Lycos and Terra with the SEC at the SEC's web site at www.sec.gov. The proxy
statement/prospectus and these other documents may also be obtained for free
from Lycos or Terra.
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2
Lycos, Inc.
400-2 Totten Pond Road
Waltham, MA 02451
Tel: 781-370-2700
Fax: 781-370-2600
Internet: http://www.lycos.com
Contacts:
Brian Payea Mike Failla
Lycos, Inc. Shandwick Technologies
781-370-2885 617-351-4151
[email protected] [email protected]
For Immediate Release
LYCOS ADVANCES WIRELESS PLATFORMS WITH LAUNCH OF LYCOS
ANYWHERE(TM)
Lycos WAP Search to Boast Largest WAP Catalog on the Web
Device-Agnostic Strategy Delivers Common Experience Regardless of Device Type
WALTHAM, Mass., July 18, 2000 -- Lycos, Inc. (NASDAQ: LCOS), the Internet's
leading multibrand network, today announced the launch of its comprehensive
wireless initiative, Lycos Anywhere(TM), a group of products and services that
connect Lycos users to information from across the Lycos Network via their
wireless devices, wherever they go. Lycos Anywhere will soon feature the first
Wireless Application Protocol (WAP) search from any major portal, and a
comprehensive wireless driving direction service. Lycos Anywhere leverages the
powerful My Lycos personalization platform and is built using a
device-agnostic philosophy that ensures a common user experience regardless of
the device or carrier. Users can start their Lycos Anywhere experience from
their My Lycos start page or by visiting http://anywhere.lycos.com.
"Lycos Anywhere is the most comprehensive wireless offering of any major
portal, with an effective combination of content, search, e-commerce and
applications," said Ron Sege, executive vice president of Lycos. "The wireless
market is exploding as more and more users adopt new value-added tools. It's a
worldwide phenomenon, and Lycos's global infrastructure positions us to take a
leadership role in the marketplace."
Today's launch complements the May 16, 2000 announcement by Lycos and Terra
Networks of their intention to merge into a new company, Terra Lycos. Terra
Lycos will have access to Terra's parent company Telefonica's extensive
communications infrastructure of more than 60 million customers globally,
including 21 million wireless customers. After completion of the transaction,
Terra Lycos will own nearly half of a new wireless joint venture being
established in partnership with Telefonica. Lycos Anywhere will contribute
products and services including its powerful personalization platform.
Combining the mobile efforts of the companies will allow them to speed time to
market, and also provide best-of-breed mobile products for the current Lycos,
Terra and Telefonica user bases.
Lycos's wireless strategy is centered on the concept that users want one
unified
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3
experience for SMS, WAP, voice and traditional desktop Internet access
regardless of what device they use to retrieve Lycos content and services.
Users wish to experience a common navigation approach as they switch from
device to device, computer to WAP phone, etc. My Lycos, the personalization
platform that allows millions of users to determine what information is
delivered to their desktops in what order, will provide the commonality of
experience regardless of device. Users set up their My Lycos profiles from
their computers, cell phones, or even payphones, and easily outline the
information they seek, choosing from a list that includes news, sports,
stocks, entertainment, weather and many more categories.
"Personalization is the key to customer satisfaction when you must deliver
information to a limited device space," said Jason Pavona, director of
wireless strategy and personalization for Lycos. "Lycos Anywhere lets the user
decide what information is most important, and that information is formatted
specifically for each device, maximizing the efficiency, and therefore the
satisfaction, of the experience."
Lycos is the first portal to announce a comprehensive WAP search, to launch in
August. In addition to an editorially generated directory of WAP-enabled
pages, Lycos users will be able search the Web's largest catalog of WAP sites
to locate the information they need where they need it.
A comprehensive driving direction and business locator service will also be
available to Lycos Anywhere users with the upcoming integration of Map Blast!
and Brand Finder from Vicinity Corporation, through an agreement announced
separately today.
Lycos is the first major portal to offer for sale branded wireless devices and
services with the launch of Lycos Wireless Marketplace
(http://www.cellphones.lycos.com), an e- commerce destination. Lycos-branded
cellular phones including WAP enabled devices, pagers, wireless enabled
personal digital assistants (PDAs) and service agreements will be available
through the site and marketed across the Lycos Network of Web sites.
Lycos's commitment to the wireless space additionally includes significant
investment in best-of-breed technology and services providers whose goals and
market strategies closely align with Lycos Anywhere's. LycosLabs, the first
business incubator launched by a major portal, announced June, 2000 that its
first investment was made in thinkingBytes.com, a new wireless provider of
applications for the PDA market. Early stage investments such as this will
provide the Lycos Network with innovative technology ensuring a leadership
position in the rapidly growing wireless space.
About Lycos, Inc.
Founded in 1995, Lycos, Inc. is a leading Web media company and owner of the
Lycos Network, one of the most visited hubs on the Internet reaching nearly
one out of every two U.S. Web users. The Lycos Network is a unified set of Web
sites, attracting a diverse audience by offering a variety of services,
including leading Web search and navigation resources; Web community and
communications services including free homepage building, free Web-based
e-mail, clubs, chat, instant messaging; a personalized My Lycos start page; a
comprehensive shopping center featuring more than 3,100 merchants; and an
assortment of compelling content such as games, music, news, fun and
educational information and activities for kids as well as information about
investing, technology, entertainment, sports, small business, travel and more.
The Lycos Network is composed of Lycos.com, Tripod, WhoWhere, Angelfire,
MailCity, HotBot, HotWired,
<PAGE>
4
Wired News, Webmonkey, Sonique, Quote, Gamesville and Lycos Zone.
Headquartered near Boston in Waltham, Mass., Lycos, Inc. is a global Internet
leader with a major presence throughout the U.S., Europe, Asia, Canada and
Latin America.
On May 16, Lycos, Inc. entered into a definitive agreement with Terra
Networks, S.A. (MC: TRR; NASDAQ: TRRA), a global Internet company and the
leading provider of Internet access and interactive content and services to
the Spanish- and Portuguese- speaking world, under which Terra will acquire
Lycos in a stock-for-stock transaction. Upon completion of the transaction,
Lycos shareholders will own approximately 41.6% to 49.9% of the new company,
Terra Lycos. The formation of Terra Lycos is subject to shareholder and
regulatory approval.
This announcement 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 contained herein
address future financial and operating results and the benefits of the merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk
that our businesses will not be integrated successfully; costs related to the
merger; increased competition and its effects on pricing, spending,
third-party relationships and revenues; inability to obtain, or meet
conditions imposed for, antitrust approvals related to the merger; inability
to further identify, develop and achieve commercial success for new products,
services and technologies; inability to establish and maintain relationships
with commerce, advertising, marketing, technology and content providers; and
failure to obtain necessary stockholder approvals for the merger.
For a detailed discussion of these and other cautionary statements, please
refer to Lycos's and Terra's filings with the Securities and Exchange
Commission.
Investors and security holders are urged to read the proxy
statement/prospectus regarding the merger when it is finalized and becomes
available, because it will contain important information. Lycos and Terra will
file the proxy statement/prospectus with the Securities and Exchange
Commission. Investors and security holders may obtain a free copy of the final
proxy statement/prospectus (when it is available) and other documents filed by
Lycos and Terra with the SEC at the SEC's web site at www.sec.gov. The proxy
statement/prospectus and these other documents may also be obtained for free
from Lycos or Terra.
###
(C)2000 Lycos, Inc. - Lycos(R)is a registered trademark of Carnegie Mellon
University. All other trademarks or service marks mentioned herein are those
of Lycos or their respective owners. All rights reserved.
