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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[X] Soliciting material under Rule 14a-12
INTERVU INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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On February 7, 2000 Akamai Technologies, Inc. ("Akamai") and INTERVU
Inc. ("INTERVU") announced that they had entered into an Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which a subsidiary of Akamai would
merge with and into INTERVU, with INTERVU becoming a wholly-owned subsidiary of
Akamai.
A copy of Akamai's and INTERVU's joint press release issued on February
7, 2000 is attached hereto. In addition, a copy of the press release is
available on INTERVU's web site at www.intervu.net. A copy of the press release
available on INTERVU's web site also is attached.
For more information regarding the Merger Agreement and the merger,
please refer to INTERVU's Current Report on Form 8-K filed February 8, 2000.
All stockholders should read the proxy statement/prospectus concerning
the merger that will be filed with the SEC and mailed to stockholders. The proxy
statement/prospectus will contain important information that stockholders should
consider before making any decision regarding the merger. You will be able to
obtain the joint proxy statement/prospectus, as well as other filings containing
information about Akamai and INTERVU, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy statement/prospectus
will also be available, without charge, from INTERVU by directing a request
through the Investors Relations portion of INTERVU's website at
http://www.intervu.net or by mail to INTERVU Inc., 6815 Flanders Drive, San
Diego, CA 92121, attention: Investor Relations, telephone: (858) 623-8400.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
INTERVU and certain other persons named below may be deemed to be
participants in the solicitation of proxies from INTERVU stockholders to approve
the merger. The participants in this solicitation may include the directors of
INTERVU (Harry E. Gruber, J. William Grimes, Edward E. David, Jr., Mark Dowley,
Alan Z. Senter and Isaac Willis) and the following executive officers of
INTERVU: Kenneth L. Ruggiero, Vice President and Chief Financial Officer, Edward
L. Huguez, Vice President and Chief Operating Officer, and Kevin Sagara, Vice
President of Mergers and Acquisitions and General Counsel. The aforementioned
directors and officers of INTERVU together may be deemed to beneficially own
approximately ____% of INTERVU's common stock.
Set forth below is the text of the joint press release issued on February 7,
2000.
AKAMAI CONTACT: INTERVU CONTACT:
Jeff Young Anjeanette Rettig
Marketing Manager 858-623-8400 x134
Akamai Technologies
617-250-3913
[email protected]
AKAMAI TO ACQUIRE INTERVU TO FORM LARGEST
INTERNET STREAMING MEDIA AND BROADBAND
CONTENT DELIVERY COMPANY
$2.8 BILLION ACQUISITION TO CREATE INDUSTRY LEADER WITH
OVER 1,000 CUSTOMERS
CAMBRIDGE, MA and SAN DIEGO, CA, February 7, 2000 -- Akamai Technologies
(NASDAQ: AKAM), the foremost provider of global, high performance services for
the delivery of Internet content, streaming media, and applications, and INTERVU
Inc. (NASDAQ: ITVU), the leading service provider for Internet audio and video
delivery solutions, announced today that they have signed a definitive agreement
for Akamai to acquire INTERVU in a stock-for-stock transaction valued at
approximately $2.8 billion. Each share of INTERVU common stock will be exchanged
for 0.5957 shares of Akamai common stock. Upon closing, this acquisition will
make Akamai the largest global provider of Internet content, audio and video
delivery services.
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Akamai, the exclusive network provider for Apple QuickTime TV, will combine its
global network with that of INTERVU, a pioneer in the quickly expanding
streaming market. Together, the two companies will support all leading streaming
media formats, and will have over 1,000 customers, including AOL MovieFone,
Apple, CBS Corporation, CNN, General Motors, GO Network, IBM, Microsoft, NBC,
Paramount Digital Entertainment, Quokka Sports, Turner Broadcasting, Universal
Studios, and Viacom.
The companies will jointly have more than 3,000 servers in 100 networks across
40 countries, expanding upon what was already the largest fault-tolerant network
for the delivery of streaming media. The company's headquarters will remain in
Cambridge, MA, and will include offices in Atlanta, Chicago, Cupertino, London,
Los Angeles, Munich, New York, Paris, San Diego, San Mateo, Seattle, and the
Washington D.C. area.
"By combining with INTERVU we will create the hands down leader in the field of
Internet streaming," said George Conrades, chairman and CEO of Akamai.
"INTERVU's powerful customer base and proven track record, together with
Akamai's innovative technology and global network, is a winning and
complementary combination. This merger will solidify Akamai's position in the
streaming arena and will provide customers with the most comprehensive,
end-to-end content delivery solution in the market today. Following our recent
acquisition of Network24, our agreement with INTERVU will ensure that Akamai
will play the leading role in defining the future direction for streaming
content over the Web."
"By joining forces with an organization of Akamai's caliber, we can truly
empower our customers with the broadest range of content delivery solutions
available. Our combined company will be poised to become the de facto standard
for integrated media delivery services," according to Harry Gruber, founder and
CEO of INTERVU. "We are confident that together we will introduce a new
generation of streaming, including enhanced performance and reliability, to the
Web's top properties."
By acquiring INTERVU, Akamai believes it will be best positioned in the market
to offer:
- Integrated Applications -- meeting customer demand for solutions
that combine the delivery of streaming media with dynamic and
personalized content, and enable an interactive broadband media
experience over a high-performance delivery network.
- Broadest Network Reach -- integrating INTERVU's network of
regional staging hubs for audio and video with Akamai's global,
edge delivery network, the combined companies will create a
single, massive platform that incorporates broadband networks and
satellite distribution, for the delivery of high quality
streaming media.
- Proven Expertise -- deploying the most experienced team in the
industry, including hundreds of employees who are focused on
providing world-class streaming services.
- Comprehensive Solution -- offering broadest range of end-to-end
streaming media solutions, including signal acquisition,
production, encoding and delivery as well as value added services
from applications such as the Network24 Qcast offering from
Akamai and Netpodium from INTERVU.
Under terms of the agreement, Akamai will acquire INTERVU by issuing
approximately 9.3 million shares of Akamai common stock in exchange for all
outstanding shares of INTERVU stock. Additionally, Akamai will convert
outstanding INTERVU stock options and warrants into approximately 2.8 million
Akamai options and warrants. The merger will be effected on a tax-free basis to
INTERVU stockholders and will be accounted for as a purchase. The acquisition is
subject to certain closing conditions, including regulatory approvals and the
approval of INTERVU stockholders, and is expected to close during the second
quarter of 2000.
About INTERVU Inc.
INTERVU provides Web site owners and content publishers with services for the
delivery or "streaming" of live and on-demand video and audio content over the
Internet. INTERVU's services automate the publishing, distribution and
programming of video and audio content. INTERVU's customers use its video and
audio distribution services to transmit entertainment, sports, news,
advertising, business communications, and distance learning content. INTERVU's
current customers include CNET, CNN, Excite@Home, House of Blues, Investor
Broadcast Network (formerly Vcall), Microsoft, MSNBC, NBC, NetRadio.com, Quokka
Sports, Saatchi & Saatchi, Tunes.com and Turner Broadcasting. Additional
information can be found at www.intervu.net.
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About Akamai
Akamai Technologies, Inc. is headquartered in Cambridge, Massachusetts, and has
offices in Cupertino and San Mateo, California; and Munich, Germany; Paris,
France; and London, England. Akamai provides global Internet content, streaming
media, and applications delivery services for hundreds of customers, improving
Web site speed and reliability and enabling richer, more engaging Web site
content. To date, Akamai has delivered millions of high-quality audio and video
streams. Currently, Akamai has deployed over 2,000 servers in excess of 40
countries across more than 100 different telecommunications networks. Akamai
(pronounced AH kuh my) is Hawaiian for intelligent, clever and cool. Additional
information can be found at www.akamai.com.
# # #
Except for the historical information contained herein, this news release
contains forward-looking statements that are subject to risks and uncertainties
that might cause actual results to differ from those foreseen, including the
market acceptance for INTERVU's specialized services, technological change and
intense competition, as well as the other risks detailed from time to time in
INTERVU's SEC reports, including the report on Form 10-K filed on March 30,
1999.
The release contains information about future expectations, plans and
prospects of Akamai's management that constitute forward-looking statements for
purposes of the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those indicated by
these forward-looking statements as a result of various important factors
including, but not limited to, the dependence on Akamai's Internet content
delivery service, a failure of its network infrastructure, the complexity of its
service and the networks on which the service is deployed, the failure to obtain
access to transmission capacity and other factors that are discussed in the
Company's Registration Statement on Form S-1 and other documents periodically
filed with the SEC.
Set forth below is the text of the joint press release as it currently appears
on INTERVU's web site at www.intervu.net.
AKAMAI CONTACT: INTERVU CONTACT:
Jeff Young Anjeanette Rettig
Marketing Manager 858-623-8400 x134
Akamai Technologies
617-250-3913
[email protected]
AKAMAI TO ACQUIRE INTERVU TO FORM LARGEST
INTERNET STREAMING MEDIA AND BROADBAND
CONTENT DELIVERY COMPANY
$2.8 BILLION ACQUISITION TO CREATE INDUSTRY LEADER WITH
OVER 1,000 CUSTOMERS
CAMBRIDGE, MA and SAN DIEGO, CA, February 7, 2000 -- Akamai Technologies
(NASDAQ: AKAM), the foremost provider of global, high performance services for
the delivery of Internet content, streaming media, and applications, and INTERVU
Inc. (NASDAQ: ITVU), the leading service provider for Internet audio and video
delivery solutions, announced today that they have signed a definitive agreement
for Akamai to acquire INTERVU in a stock-for-stock transaction valued at
approximately $2.8 billion. Each share of INTERVU common stock will be exchanged
for 0.5957 shares of Akamai common stock. Upon closing, this acquisition will
make Akamai the largest global provider of Internet content, audio and video
delivery services.
Akamai, the exclusive network provider for Apple QuickTime TV, will combine its
global network with that of INTERVU, a pioneer in the quickly expanding
streaming market. Together, the two companies will support all leading streaming
media formats, and will have over 1,000 customers, including AOL MovieFone,
Apple, CBS Corporation, CNN, General Motors, GO Network, IBM, Microsoft, NBC,
Paramount Digital Entertainment, Quokka Sports, Turner Broadcasting, Universal
Studios, and Viacom.
The companies will jointly have more than 3,000 servers in 100 networks across
40 countries, expanding upon what was already the largest fault-tolerant network
for the delivery of streaming media. The company's headquarters will remain in
Cambridge, MA, and
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will include offices in Atlanta, Chicago, Cupertino, London, Los Angeles,
Munich, New York, Paris, San Diego, San Mateo, Seattle, and the Washington D.C.
area.
"By combining with INTERVU we will create the hands down leader in the field of
Internet streaming," said George Conrades, chairman and CEO of Akamai.
"INTERVU's powerful customer base and proven track record, together with
Akamai's innovative technology and global network, is a winning and
complementary combination. This merger will solidify Akamai's position in the
streaming arena and will provide customers with the most comprehensive,
end-to-end content delivery solution in the market today. Following our recent
acquisition of Network24, our agreement with INTERVU will ensure that Akamai
will play the leading role in defining the future direction for streaming
content over the Web."
"By joining forces with an organization of Akamai's caliber, we can truly
empower our customers with the broadest range of content delivery solutions
available. Our combined company will be poised to become the de facto standard
for integrated media delivery services," according to Harry Gruber, founder and
CEO of INTERVU. "We are confident that together we will introduce a new
generation of streaming, including enhanced performance and reliability, to the
Web's top properties."
By acquiring INTERVU, Akamai believes it will be best positioned in the market
to offer:
- Integrated Applications -- meeting customer demand for solutions
that combine the delivery of streaming media with dynamic and
personalized content, and enable an interactive broadband media
experience over a high-performance delivery network.
- Broadest Network Reach -- integrating INTERVU's network of
regional staging hubs for audio and video with Akamai's global,
edge delivery network, the combined companies will create a
single, massive platform that incorporates broadband networks and
satellite distribution, for the delivery of high quality
streaming media.
- Proven Expertise -- deploying the most experienced team in the
industry, including hundreds of employees who are focused on
providing world-class streaming services.
- Comprehensive Solution -- offering broadest range of end-to-end
streaming media solutions, including signal acquisition,
production, encoding and delivery as well as value added services
from applications such as the Network24 Qcast offering from
Akamai and Netpodium from INTERVU.
Under terms of the agreement, Akamai will acquire INTERVU by issuing
approximately 9.3 million shares of Akamai common stock in exchange for all
outstanding shares of INTERVU stock. Additionally, Akamai will convert
outstanding INTERVU stock options and warrants into approximately 2.8 million
Akamai options and warrants. The merger will be effected on a tax-free basis to
INTERVU stockholders and will be accounted for as a purchase. The acquisition is
subject to certain closing conditions, including regulatory approvals and the
approval of INTERVU stockholders, and is expected to close during the second
quarter of 2000.
About INTERVU Inc.
INTERVU provides Web site owners and content publishers with services for the
delivery or "streaming" of live and on-demand video and audio content over the
Internet. INTERVU's services automate the publishing, distribution and
programming of video and audio content. INTERVU's customers use its video and
audio distribution services to transmit entertainment, sports, news,
advertising, business communications, and distance learning content. INTERVU's
current customers include CNET, CNN, Excite@Home, House of Blues, Investor
Broadcast Network (formerly Vcall), Microsoft, MSNBC, NBC, NetRadio.com, Quokka
Sports, Saatchi & Saatchi, Tunes.com and Turner Broadcasting. Additional
information can be found at www.intervu.net.
About Akamai
Akamai Technologies, Inc. is headquartered in Cambridge, Massachusetts, and has
offices in Cupertino and San Mateo, California; and Munich, Germany; Paris,
France; and London, England. Akamai provides global Internet content, streaming
media, and applications delivery services for hundreds of customers, improving
Web site speed and reliability and enabling richer, more engaging Web site
content. To date, Akamai has delivered millions of high-quality audio and video
streams. Currently, Akamai has
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deployed over 2,000 servers in excess of 40 countries across more than 100
different telecommunications networks. Akamai (pronounced AH kuh my) is Hawaiian
for intelligent, clever and cool. Additional information can be found at
www.akamai.com.
# # #
Except for the historical information contained herein, this news release
contains forward-looking statements that are subject to risks and uncertainties
that might cause actual results to differ from those foreseen, including the
market acceptance for INTERVU's specialized services, technological change and
intense competition, as well as the other risks detailed from time to time in
INTERVU's SEC reports, including the report on Form 10-K filed on March 30,
1999.
The release contains information about future expectations, plans and
prospects of Akamai's management that constitute forward-looking statements for
purposes of the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those indicated by
these forward-looking statements as a result of various important factors
including, but not limited to, the dependence on Akamai's Internet content
delivery service, a failure of its network infrastructure, the complexity of its
service and the networks on which the service is deployed, the failure to obtain
access to transmission capacity and other factors that are discussed in the
Company's Registration Statement on Form S-1 and other documents periodically
filed with the SEC.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Akamai plans to file a Registration Statement on SEC Form S-4 in connection with
the Merger, and Akamai and INTERVU expect to mail a Proxy Statement/Prospectus
to stockholders of INTERVU containing information about the merger. Investors
and security holders are urged to read the Proxy Statement/Prospectus carefully
when they are available. The Proxy Statement/Prospectus will contain important
information about Akamai, INTERVU, the merger, the persons soliciting proxies
relating to the merger, their interests in the merger, and related matters.
Investors and security holders will be able to obtain free copies of these
documents through the website maintained by the U.S. Securities and Exchange
Commission at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus
and these other documents may also be obtained from INTERVU by directing a
request through the Investors Relations portion of INTERVU's website at
http://www.intervu.net or by mail to INTERVU Inc., 6815 Flanders Drive, San
Diego, CA 92121, attention: Investor Relations, telephone: (858) 623-8400.
INTERVU, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from INTERVU stockholders in
favor of the merger. Information concerning the participants in the solicitation
is set forth in preliminary proxy materials on Schedule 14A filed on February
17, 2000.
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