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Filed by InfoSpace, Inc.
Pursuant to Rule 425 Under the Securities Act of
1933
And Deemed Filed Pursuant to Rule 14a-12 Under the
Securities Exchange Act of 1934
Subject Company: Go2Net, Inc. (Commission File
No. 001-12883)
SLIDES SHOWN TO INFOSPACE AND GO2NET EMPLOYEES AT MEETING TO DISCUSS THE MERGER
HELD ON JULY 27, 2000:
InfoSpace In Every Space
Transaction Highlights
. Creates the global infrastructure powerhouse delivering a private-label,
integrated platform of applications and services for narrowband, wireless and
broadband devices
. Immediately accretive on all financial metrics
. Accelerates the network effect between consumers and merchants
. Strong position in 4 massive markets: consumer, merchant, wireless and
broadband
. Significant business model synergies accelerate revenue growth and extend
technology leadership
. World-class, proven management team strengthens execution capability
. Exceptional financial position
Immediate Synergies
Wireless
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. Integration of payment processing platform with single click purchasing
. Strength in new areas such as interactive games which are key drivers for
broadband
. Broadband capabilities keep INSP ahead of curve for 3G wireless
Consumer
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. Cross-selling in key service offerings (search, directory, shopping,
community, finance, games, etc.)
. Increased distribution and reach
Merchant
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. Cross-sell into 1.6 million merchants today
. Combine INSP merchant platform, including electronic promotions functionality
with GNET transaction processing platform to enable the merchant through the
complete commerce transaction lifecycle
Broadband
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. Leverage INSP relationships with telecommunications providers to upsell
broadband platform applications and services
Accelerating the Network Effect
. Acquire merchants and customers
. Expand services
. Add partners
Expanding Our Opportunity
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Users and Merchants
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Integrated Technology Platform
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<S> <C> <C> <C> <C>
Target Markets Consumer Merchant Wireless Broadband
Distribution Credit Card Companies RBOCs Wireless Carriers DSL Providers
Network RBOCs
CLECs
Web Portals Credit Card Companies Wireless Device Cable Companies
Manufacturers
Enterprises Local Media Satellite
Merchant Banks
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The Vision
Fundamentally changing the way people worldwide will communicate, access
information, conduct commerce and otherwise manage their lives on multiple
platforms.
Who Uses InfoSpace?
. abc.com
. ALLTEL
. America Online
. AT&T
. Bank of America
. Bell Atlantic
. BellSouth
. CBS
. China Unicom
. Disney
. DowJones
. Go.com
. GTE
. Lycos
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. Motorola
. msn
. NBCi
. Netscape Netcenter
. OfficeMax
. SBC
. Ticketmaster Online
InfoSpace Overview
Platform of choice for wireless devices and websites
. More than 20 wireless carriers with InfoSpace more than 88% market share in
United States
. 9 carriers have already launched including Verizon, AT&T, ALLTEL,
AirTouch, VoiceStream, GTE, USWest, Vodafone Australia and Austria One
. SBC being launched in Q4
. More than 3,100 Web sites with access to 92% of all Internet users
Platform of choice for merchant services
. All 5 regional Bell operating companies with more than 600,000 local
merchants using our services
. Leading merchant banks such as American Express and Bank of America provide
these services to their local merchants
Go2Net Overview
. Leading provider of applications and infrastructure technologies to broadband
and narrowband devices
. Broadband-ready applications - finance, games, search, payment processing
platform, etc.
. Significant merchant network
. Most widely used payment processing platform
. Robust and scalable technology platform
Why Go2Net!
. Creates the first, private label cross-platform solutions provider
. Creates the largest end-to-end merchant network
. Delivers the most widely used payment processing platform for exploding
commerce opportunities
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. Gives leading position in broadband with key MSO and other broadband
partnerships (allegiancetelecom, inc., digeo, Charter Communications, RCN and
HSA)
. Provides the premier multi-player gaming platform with strategic
relationships (killer application for broadband and wireless)
. Additional applications expand market opportunities (search, finance,
merchant solutions, etc.)
. Significantly accretive to EPS and all financial metrics
Platform Ubiquity
Voice (VXML, VoxML or others), SMS (scheduled or triggered push to legacy
phones, 2-way), TV (interactive TVs), satellite (DirecTV, Gilat Satellite) HDML
(existing SmartPhones), PDA browsers (Palm OS and WinCE devices), Palm VII (the
wireless Palm), new devices (web appliances, etc.), cable modems, HTML (PC Web),
DSL, WAP, and 2.5G/3G (next generation SmartPhones)
Strong Financial Position and Outlook
. Immediately accretive to all financial metrics - [$x.xx to 2001 EPS]
. Projected revenues of more than [$350 million] in 2001 pre-synergies
. Transaction accelerates revenue growth opportunities
. Highly diversified recurring revenue streams
. Continued margin expansion
. Significant profitability
. War chest of $450 million in cash
Summary
. Build the global infrastructure powerhouse for the future
. Structure interdependent relationships with blue-chip partners such as
wireless carriers, DSL providers, merchants, cable providers, etc.
. Provide private label, end-to-end integrated solutions for infrastructure
services on existing networks and next generation broadband networks
. Identify and attack new markets
. Continue global expansion
. Continue to innovate and integrate new features into the platform
. Enhance long-term shareholder value with a highly profitable business model
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the proposed merger when it becomes available
because it will contain important information about the transaction. The joint
proxy statement/prospectus will be filed with the Securities and Exchange
Commission by InfoSpace and Go2Net. Investors and security holders may obtain a
free copy of the joint proxy statement/prospectus (when it is available) and
other documents filed with the Commission at the
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Commission's Web site at www.sec.gov. The joint proxy statement/prospectus and
these other documents may also be obtained for free from InfoSpace or Go2Net.
InfoSpace and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from InfoSpace's stockholders with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in InfoSpace's Proxy Statement
for its 2000 Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on April 25, 2000. This document is available free of charge
at the Securities and Exchange Commission's Web site at http://www.sec.gov and
from InfoSpace.
Go2Net and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Go2Net with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Go2Net's Proxy Statement
for its 2000 Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on January 28, 2000. This document is available free of
charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from Go2Net.
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