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Filed Pursuant to Rule 425
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Filer: Styleclick Inc.
Subject Company: Styleclick.com Inc.
Subject Company Exchange Act File No. 0-28088
Investors and security holders are urged to read the proxy statement/prospectus
regarding the business combination transaction referenced in the following
information, when it becomes available, which will be included in the
Registration Statement on Form S-4 to be filed by Styleclick Inc. with the
Securities and Exchange Commission because it will contain important
information. After it is filed with the SEC, investors and security holders may
obtain a free copy of the proxy statement/prospectus on the SEC's website
(www.sec.gov) or upon request from Styleclick's office of investor relations by
directing such request to: Styleclick.com Inc., 3861 Sepulveda Boulevard, Culver
City, California 90230, Attention: Investor Relations Department, tel:
310/751-2100.
In addition, the identity of the people who, under SEC rules, may be considered
"participants in the solicitation" of Styleclick shareholders in connection with
the proposed merger, and a description of their ownership interests in
Styleclick.com Inc., is available in an SEC filing under Schedule 14A made by
USA Networks, Inc. on January 25, 2000 and available on the SEC's website
(www.sec.gov).
***
USA NETWORKS INTERACTIVE AND STYLECLICK.COM INC.
ANNOUNCE FORMATION OF NEW COMPANY
INTERNET SHOPPING NETWORK AND STYLECLICK.COM TO MERGE IN CREATION OF
INTEGRATED MERCHANDISING, SALES & SERVICES COMPANY
NEW YORK and LOS ANGELES, January 25, 2000 - USA Networks Interactive, a USA
company (NASDAQ: USAI), and Styleclick.com Inc. (NASDAQ: IBUY), a leading
enabler of e-commerce for manufacturers and retailers, announced today an
agreement to form a new company by merging USA's Internet Shopping Network (ISN)
and Styleclick.com. The new company will own and operate the combined properties
of Styleclick.com Inc. and ISN. These properties include ISN's FirstAuction.com,
delivering over 90 categories of brand name merchandise, FirstJewelry.com,
recently named one of the world's top five jewelry sites by WOMEN'S WEAR DAILY,
and Styleclick.com's fast growing network of branded e-commerce web sites.
The new company will be named Styleclick, Inc. and will represent one of the
leading internet-based merchandising, sales and services companies by providing
brand-name retail opportunities to consumers, and third-party retail services to
businesses. The new company will also leverage the complementary infrastructure
of USA Electronic Commerce and Services, a USA company, in the servicing,
marketing, sales and fulfillment of its eCommerce platform and brands.
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"In its new capacity, Styleclick will be a unique proposition to both consumers
and retailers; one that will offer both constituencies the highest level of
technology, customization and reliability," said Dara Khosrowshahi, President,
USA Networks Interactive. "The new company will start with clear competitive
advantages in how it establishes online commerce verticals, in addition to how
it serves and markets them. Paired with the third-party services of USA
Electronic Commerce and Services and the media assets of USA, the new company's
ability to deliver a great collection of products to market will undeniably
position it as a favorite in the field."
By integrating ISN's e-merchandising capabilities with Styleclick.com's select,
proprietary technologies such as real-time contextual merchandising, strategic
content management and data warehousing, the new company will have unique
abilities to acquire, produce, and display transactional retail content across
the Internet. It will offer comprehensive custom shopping environments that
cater to each consumer's personal preferences and drive immediate purchasing
decisions. Distribution plans include major portals and destination sites in
addition to the media and commerce assets of USAi.
USAi will also invest $40 million in cash to help fund the new company's growth,
contribute $10 million in dedicated media, and will receive warrants to purchase
additional shares of the new Styleclick. Upon both the closing of the
transaction and on a fully diluted basis, USAi will own approximately 75% of the
new company and Styleclick.com stockholders will own approximately 25%. In the
interim, USAi will extend a $10 million bridge loan to Styleclick.com. The
transaction is expected to close in the second quarter and is subject to
regulatory and Styleclick.com stockholder approval. The new company is expected
to trade on Nasdaq under the symbol "IBUY."
Maurizio Vecchione, President and Co-CEO, Styleclick.com, Inc. will assume the
role of Chief Executive Officer, Styleclick, the new company. Additionally, Bill
Lane, Chief Operating Officer, ISN, will become President and Vice Chairman, Ed
Zinser, Chief Financial Officer, ISN, will become Chief Operating Officer and
Barry Hall, Chief Financial Officer, Styleclick.com will become Chief Financial
Officer.
"The new Styleclick is positioned to be the premier e-merchandising and services
company, utilizing proprietary platforms to create, manage, and distribute
content and conduct commerce across the Internet," said Maurizio Vecchione,
Styleclick.com's President and Co-Chief Executive Officer. "We have the
capability to provide services, technologies, and distribution to all brands
wishing to enter the e-commerce marketplace."
"ISN is poised, with its extensive team of experienced merchants and retail
marketers, to join with Styleclick.com's cutting edge technology in creating a
uniquely positioned online retail business," said Bill Lane, Chief Operating
Officer, ISN. "Via advanced distribution tools that serve the needs of both
brands and consumers, we're extremely confident in the product this new company
will deliver."
ABOUT STYLECLICK.COM, INC.
Styleclick.com Inc., the premier network of style-related e-commerce sites,
provides comprehensive e-commerce services to retailers and manufacturers and
provides consumers with an enhanced online shopping experience. The Company's
growing network of e-commerce Web sites includes Styleclick.com,
FashionTrip.com, Daisyfuentes.com, Sbicca, and
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FreeStyle Watches, and others. Styleclick.com has established strategic
alliances with many of the leading portals and online networks, including AOL,
Excite, iVillage and Women.com. The company's flagship site, located at
www.styleclick.com, offers guaranteed original top brand name merchandise for
men, women, and children. Styleclick.com features state-of-the-art navigation
and content search, and visualization technology, enabling consumers to make
informed purchasing decisions. Styleclick.com is the first e-commerce site to
provide search results as side-by-side visual images of related merchandise
produced by different manufacturers.
USA NETWORKS INTERACTIVE
USA Networks Interactive, a USA Company, fulfills a variety of commerce,
information and entertainment needs for its wired audience. Interactive includes
the Hotel Reservations Network (www.hoteldiscount.com), SCIFI.com,
USAnetwork.com and the Internet Shopping Network, whose primary services are
First Auction (www.firstauction.com) and First Jewelry (www.firstjewelry.com).
USA Networks, Inc also owns a controlling interest in Ticketmaster
Online-CitySearch (NASDAQ: TMCS), an internet provider of local content and
online transactions (www.citysearch.com and www.ticketmaster.com).
ABOUT USA NETWORKS, INC.
USA Networks, Inc. is a diversified media and electronic commerce company with
assets that include the following: USA Network; SCI FI Channel; Studios USA; USA
Films; USA Broadcasting; Home Shopping Network; Ticketmaster; USA Electronic
Commerce and Services and USA Networks Interactive, which includes the Hotel
Reservations Network, SCIFI.com, USAnetwork.com and the Internet Shopping
Network, whose primary services are FirstAuction.com and FirstJewelry.com. The
company also owns a controlling interest in Ticketmaster Online-CitySearch,
Inc., (NASDAQ: TMCS) a leading internet provider of local content and online
transactions.
This press release contains forward-looking statements about Styleclick, Inc.
(the "Company"), including those statements regarding future operating results
and the timing of product introductions, the timing and composition of revenues,
among others. Except for historical information, the matters discussed in this
press release are forward-looking statements that are subject to certain risks
and uncertainties that could cause the actual results to differ materially from
those projected. Factors that could cause actual results to differ materially
include the following: company integration risks; the unpredictability and
potential fluctuations in future revenues and operating results; unforeseen
technical or other obstacles in the development or production of the Company's
software and Internet products; customer acceptance of the new, updated or
revised versions of the Company's software and Internet products; the Company's
ability to produce its products on a cost-effective and timely basis, and
factors not directly related to the Company, such as the plans and success of
the Company's vendors, competitive pressures on pricing, market conditions in
general, competition, technological progression, product obsolescence and the
changing needs of potential customers and the Style Industries in general.
INVESTOR NOTICE
Investors are urged to read the proxy statement/prospectus, which will be
included in the Registration Statement on Form S-4 to be filed with the
Securities and Exchange Commission in connection with the proposed merger
because it will contain important information. After it
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is filed with the SEC, the proxy statement/prospectus will be available free of
charge on the SEC's website (www.sec.gov) and from Styleclick's office of
investor relations.
EDITOR'S NOTE
Executives from USA Networks, Inc. and Styleclick.com Inc. will be available to
discuss the new company with financial analysts on a conference call today at
12:00 p.m.ET. Interested media may listen in on the call.
For further information, media please contact Adrienne Becker for USA Networks,
Inc. 212/314-7254, and for investors please contact Roger Clark 212/314-7400.
For Styleclick.com Inc. media inquiries please contact Bonnie Poindexter
310/751-2142, and for investors please contact Gail Laguna 310/751-2100.
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