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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)
A. July 26, 2000 Press Release
InfoSpace Becomes The First Global Infrastructure Company To Lead The
Convergence Of The Internet, Wireless and Broadband Through Merger with Go2Net
InfoSpace will become the leading company delivering the applications and
technology infrastructure that defines how people conduct commerce, interact
with information, communicate and manage their lives across all platforms
BELLEVUE, WA and SEATTLE, WA July 26, 2000 - InfoSpace (Nasdaq: INSP), a leading
global provider of merchant and consumer infrastructure services on wireless and
other platforms, and Go2Net, Inc. (Nasdaq: GNET), one of the Internet's leading
providers of applications and technology infrastructure for both narrowband and
broadband, today announced a strategic merger to create the industry's first
leading infrastructure services company to deliver an end-to-end integrated
platform of applications and technologies for today's rapidly converging media
platforms including narrowband and broadband PCs, TVs, PDAs, pagers, cellular
phones and other Web appliances. This transaction brings together two
infrastructure leaders whose services enable its partners to create a unified
experience for consumers to conduct commerce, access information, communicate
and manage their lives across all platforms and provides the applications and
technologies to take merchants through the entire lifecycle of commerce on any
device.
Transaction Highlights
. Accelerates growth opportunities through product synergies. For example,
InfoSpace can now take merchants through the entire lifecycle of a commerce
transaction from building an Internet presence through driving sales by
delivering targeted electronic promotions and now through completing the
transaction using Go2Net's payment processing platform.
. With the addition of Go2Net's merchant base of 1.1 million, InfoSpace now has
a combined merchant base of almost two million merchants and enables cross
selling of enhanced feature functionality.
. Enables InfoSpace to tap into the broadband market by offering new broadband
applications such as interactive games and other entertainment services.
Go2Net's multi-player gaming platform is being used by leading gaming
companies, such as Hasbro, to deliver interactive games from leading brands
such as Milton Bradley, Parker Brothers and Atari, across all networks,
including broadband.
. Allows other entertainment services to be offered including video integration
services, or the ability for users to personalize their TV programming with
information that is relevant to them. For example, a user watching a
financial television program will be able to personalize the stock ticker on
their screen to reflect their personal portfolio of stocks.
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. InfoSpace will be able to upsell an expanded platform of integrated consumer
services to its telecommunications partners such as Verizon and SBC to enable
the delivery of a unified and personalized experience across narrowband,
broadband (including DSL) and wireless. The new services will include new
integrated search services to help consumers easily and quickly find the
information they need on any device.
. The combined company brings together a world-class management team with a
depth of experience in providing leading-edge infrastructure services.
. The company will assume the name InfoSpace, Inc., and this transaction will
be immediately accretive in all of InfoSpace's financial areas.
Under the agreement, InfoSpace will issue 1.82 shares of InfoSpace common stock
for each share of Go2Net common stock. The transaction has been approved by
both companies' Boards of Directors and is subject to approval by InfoSpace and
Go2Net shareholders. The merger is expected to close in the fourth quarter of
2000, subject to customary conditions, including obtaining necessary regulatory
approvals. Vulcan Ventures (the investment vehicle of Paul G. Allen), Russell
C. Horowitz (Chairman and CEO of Go2Net) and other Go2Net executive management,
have agreed to vote their shares, representing approximately 40% of Go2Net's
outstanding stock, in favor of the merger. Naveen Jain (Chairman of InfoSpace)
and other InfoSpace board members have agreed to vote their shares, representing
approximately 40% of InfoSpace's outstanding stock, in favor of the merger.
"Today marks another historic milestone in the history of the rapid evolution of
InfoSpace," said Arun Sarin, CEO, InfoSpace. "InfoSpace's leadership in
technology development and assets, strength of management team and blue-chip
partner network will enable the combined company to dramatically enhance our
partners' access to the broadest selection of integrated infrastructure services
in the world and create the premier global company that delivers the services
that are fundamentally changing how people around the world communicate, access
information, conduct commerce and manage their lives across rapidly converging
media platforms such as wireless, DSL and broadband."
"I originally invested in Go2Net because they offer superior technology and
share my vision for the broadband world," said Paul G. Allen, chairman of Vulcan
Ventures Inc. "Combining these companies will create an unparalleled cross-
platform infrastructure company. We consider this to be very strategic to our
overall vision for the Wired World, and look forward to a mutually beneficial
long-term relationship."
"Now is the time to create a company that will be the leading provider of
mission-critical infrastructure technologies in the wireless, narrowband and
broadband worlds," said Russell C. Horowitz, Go2Net Chairman and CEO.
"InfoSpace saw the wireless revolution coming years ago and successfully
positioned itself to capitalize on the enormous growth in the global wireless
market. Combined with Go2Net's industry leading applications and infrastructure
technologies for both broadband and narrowband, InfoSpace and Go2Net are
creating the next-generation infrastructure company, with a differentiated
strategic vision and business model."
"The next big growth area for InfoSpace is the delivery of our platform of
services over broadband, enabling today's unified communications companies to
deliver one integrated
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user experience across all devices and all networks," said Naveen Jain,
Chairman, InfoSpace. "By integrating these two companies, InfoSpace will be
uniquely positioned to speed the development of the interactive medium from
wireless to DSL to broadband- and the growth of all our businesses. The new
company will provide an important new platform for broadband services and drive
further subscriber growth across all mediums."
Wireless
InfoSpace currently has access to 88% of the North American cellular subscriber
market today with relationships that include leading carriers such as Verizon,
SBC Wireless and AT&T Wireless and has partnerships in more than 11
international markets. On wireless devices, the combined company will be able
to offer InfoSpace's current offerings such as mobile commerce, electronic
delivery of promotions that can used online and offline and UPC-code based
shopping and integrate new services such as Go2Net's games offerings, payment
processing platform and other merchant services. InfoSpace's platform can be
delivered on any wireless device regardless of standards, protocols or
transports, including palm devices, smart phones, pagers, and SMS phones.
Broadband
The combined company will leverage Go2Net's existing relationships to achieve
future broadband distribution of PC and TV applications and services. This will
provide InfoSpace with critical broadband distribution for its existing consumer
and merchant services. The company plans to leverage its existing broadband and
wireless relationships to become a global leader in providing high-quality
services to multiple broadband providers, including DSL providers, MSOs and
satellite communications companies. In addition, InfoSpace will also be working
with new partners, such as production companies, to integrate its `anywhere
commerce' functionality that will enable viewers to find and purchase products
and services that are seen on devices, including their TV's. For example,
viewers watching a TV program could find and purchase an item that a character
may be wearing on that show.
Merchant Services
InfoSpace has developed an extensive network of merchants through its deep
relationships with regional bell operating companies such as Qwest, BellSouth
and Verizon, leading merchant banks such as American Express and Bank of
America, and other local media networks such as Knight Ridder that enable local
product and service-based merchants to conduct commerce and reach consumers via
any device. These include unique services such as the ability to deliver
electronic promotions to consumers on mobile devices that can be used online or
offline in a physical store and the ability to offer single click purchasing.
This service will be augmented with Go2Net's small business assets: HyperMart's
more than one million member businesses, and Authorize.Net's more than 82,000
payment processing platform merchants. Go2Net's merchants are on pace to
process more than $1 billion in transactions through Authorize.Net in 2000.
This will be integrated and extended to InfoSpace's current merchant network of
more than 600,000 merchants.
Consumer
InfoSpace has also established an extensive distribution of more than 3,100 Web
sites including 4 of the top 5 most trafficked sites including AOL and MSN,
reaching more than 92% of all Internet users. InfoSpace is now able to extend
its leading infrastructure services
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by integrating Go2Net's leading search properties to offer its partners and end-
to-end solution for users to communicate, find and access information,
collaborate, conduct commerce and otherwise manage their lives on any device. In
addition, InfoSpace will be offering new entertainment services by integrating
Go2Net's multi-player gaming platform that is now being used by leading gaming
companies, such as Hasbro, to deliver multi-player games from leading brands
such as Milton Bradley, Parker Brothers and Atari, across all networks,
including broadband.
Upon completion of the merger, Naveen Jain will serve as chairman of InfoSpace,
Arun Sarin will serve as vice-chairman and chief executive officer, and Russell
C. Horowitz, will serve as vice-chairman and president.
Morgan Stanley acted as financial advisor to InfoSpace, and Merrill Lynch acted
as financial advisor to Go2Net on this merger.
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 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 shareholders 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.
About Go2Net, Inc.
Go2Net (http://www.go2net.com/) is one of the Internet's leading providers of
Internet applications and infrastructure technologies for both narrowband and
broadband devices. The Go2Net Network features many of the Internet's leading
destinations, including MetaCrawler, Silicon Investor, the HyperMart Network,
PlaySite, Dogpile and 100Hot. Go2Net's HyperMart Network offers small business
hosting and e-commerce solutions to
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more than one million members worldwide. Go2Net's Authorize.Net payment
processing platform enables more than 82,000 merchants to securely process
transactions online. Go2Net licenses its applications and technologies to
strategic partners such as Hasbro, National Discount Brokers, Allegiance Telecom
and Digeo Broadband, a joint venture among Go2Net, Charter Communications and
Vulcan Ventures.
About InfoSpace
InfoSpace is a leading global Internet information infrastructure services
company. InfoSpace provides commerce, information and communication
infrastructure services to wireless devices, merchants and Web sites.
InfoSpace's affiliates include a network of wireless and other non-PC devices
including PCs, cellular phones, pagers, screen telephones, television set-top
boxes, online kiosks, and personal digital assistants. These include
relationships with AT&T Wireless, Intel, Ericsson, Nokia, Mitsui and Acer
America. InfoSpace's affiliate network also consists of more 3,000 Web sites
that include AOL, Microsoft, Disney's GO Network, NBC's Snap, Lycos, Go2Net
Inc., DoubleClick, Dow Jones (The Wall Street Journal Interactive Edition) and
ABC LocalNet, among others.
This announcement contains forward-looking statements that involve risks and
uncertainties, including those relating to the company's ability to grow its
user and customer base. Actual results may differ materially from the results
predicted and reported results should not be considered as an indication of
future performance. The potential risks and uncertainties include, among others,
the company's limited operating history, the competitive environment in which
the company competes, the early stage of the Web as an advertising and
electronic commerce medium, the company's dependence on advertising,
sponsorship, licensing and commerce revenues, the company's dependence on
strategic relationships to drive traffic to its Web sites, consumer acceptance
of the company's new products and services, the company's ability to develop and
integrate new technologies and services into its existing services and into new
platforms, such as broadband, and the increased use of the Web for commerce.
More information about the potential factors that could affect the company's
business and financial results is included in the company's Annual Report on
Form 10-K for the year ended September 30, 1999, and Quarterly Report on Form
10-Q for the quarters ended December 31, 1999 and March 31, 2000, which are on
file with the Securities and Exchange Commission. The following factors, among
others,could cause actual results to differ materially from those described in
the forward-looking statements: the risk that the businesses will not be
integrated successfully; costs related to the merger; failure of the Go2Net
stockholders to approve the merger; and the inability to obtain, or meet
conditions imposed for, governmental approvals for the merger.
This release contains forward-looking statements relating to the development of
InfoSpace's products and services and future operating results that are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those projected. The words "believe," "expect," "intend,"
"anticipate," variations of such words, and similar expressions identify
forward-looking statements, but their absence does not mean that the statement
is not forward-looking. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. These risks include but are not limited to those
associated with the difficulties in successfully integrating InfoSpace's and
Go2Net's businesses and technologies; costs related to the merger; failure to
obtain required stockholder or regulatory approvals of the merger; failure of
the combined company to retain and hire key executives, technical personnel and
other employees and difficulty of managing a larger organization. Factors that
could affect InfoSpace's actual results include the progress and costs of the
development of our products and services and the timing of market acceptance of
those products and services. A more detailed description of certain factors that
could affect actual results include, but are not limited to, those discussed in
InfoSpace's Annual Report on Form 10-K, in the section entitled "Factors
Affecting InfoSpace's Operating Results, Business Prospects and Market Price of
Stock." Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date of this release. InfoSpace
undertakes no
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obligation to update publicly any forward-looking statements to reflect new
information, events or circumstances after the date of this release or to
reflect the occurrence of unanticipated events.
B. Broadcast E-Mail Message to All InfoSpace Employees
From: Naveen Jain and Arun Sarin
Sent: Wednesday, July 26, 2000 1:18 PM
To: All Employees of InfoSpace, Inc.
Dear InfoSpace team, After the market closed today, InfoSpace announced a
strategic merger with Go2Net to create the first global company to lead the
convergence of the Internet, wireless and broadband. The full press release is
attached below. InfoSpace's executive team is very excited about this deal
because it opens up new opportunities for us to further grow our revenue base,
extend market leadership and quickly expand into lucrative new markets, such as
broadband. The analyst community is extremely enthusiastic about this news and
all seem to agree completely that the merger marks a great step forward for
InfoSpace. There are several fundamental reasons for this. First, Go2Net has
made significant inroads in establishing a first mover position in broadband
internet similar to that accomplished by InfoSpace in the wireless internet.
Through strategic partnerships such as those forged with Paul Allen's Charter
Communications Go2Net is well ahead of the broadband internet curve while others
are just starting to wake up to the opportunity. The combination of the wireless
and broadband platform will accelerate the market strength of both. Secondly,
the consumer and merchant businesses of both companies fit extremely well with
one another. And finally, the quality of the management team at Go2Net will
significantly enhance the evolution of the new combined company. This is clearly
a significant step for InfoSpace. The move will combine the visions of both
companies by creating the first true wireless, narrowband and broadband
infrastructure company. Together we will be a global leader in providing
applications (like m commerce, search, and personal finance), and technologies
(such as electronic couponing, transaction processing, and interactive gaming)
across any device (including PC, TV, wireless appliances, cell phones), and over
any medium (including narrowband, broadband and wireless). Russ Horowitz,
Chairman and CEO of Go2Net, will become President and Vice Chairman of
InfoSpace. In addition to Russ, Go2Net's executive management will join
InfoSpace in key executive roles when the merger is completed. Rand Rosenberg
and Mike Riccio, Chief Operating Officer of Go2Net, will lead the transition
team responsible for integrating the two companies. The deal is expected to
close late this year pending shareholder and regulatory approvals. This is an
exciting moment in the evolution of InfoSpace and we should all embrace it.
Having said that, now more than ever we must remain focused on the business at
hand. It is critical that we continue to execute upon on our business
initiatives and turn in an off the charts September quarter. This transaction
will increase the interest and attention on our company as never before. We can
do it! There will be a joint InfoSpace-Go2Net company meeting on Thursday, July
27 from 1pm-3pm at Meydenbauer Center in Bellevue. This meeting will focus on
the synergies between the two companies and the huge opportunities that lie
ahead. We'll see you there!
Go InfoSpace!
Arun and Naveen
C. InfoSpace, Inc. Second Quarter 2000 Earnings Release
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InfoSpace Reports Record Second Quarter Results And Announces Plans To Acquire
Leading Broadband Infrastructure Company Go2Net
BELLEVUE, Wash. - July 26, 2000 - InfoSpace, Inc. (NASDAQ:INSP), a leading
global provider of infrastructure services for wireless devices, merchants and
Web sites, today announced second quarter results.
Financial highlights:
. Revenues grow three-fold to $24.6 million
. Committed revenue backlog increases to $98 million for the next four quarters
. Transaction, subscription and commerce represent 90% of total revenues
. Early indications for wireless Internet subscriber growth rates exceeding all
expectations
. 88% wireless carrier market share in the United States
. Creating the first global infrastructure company that delivers the services
that are fundamentally changing how people around the world communicate,
access information, conduct commerce and manage their lives across rapidly
converging media platforms such as wireless, DSL and broadband
InfoSpace announced revenues soared to $24.6 million due to strong growth in its
wireless, merchant and consumer areas with wireless revenues growing more than
100%. This is a 252% increase from revenues of $6.98 million in the comparable
quarter of 1999. Pro forma net loss for the quarter was $3.3 million or a loss
of ($0.01) per share compared to a pro forma net loss of ($0.02) per share for
the same period last year.
This transaction brings together two infrastructure leaders whose services
enable their partners to create a unified experience for consumers to conduct
commerce, access information, communicate and manage their lives across all
platforms and provides the applications and technologies to take merchants
through the entire lifecycle of commerce on any device.
"Today marks another historic milestone in the history of the rapid evolution of
InfoSpace," said Arun Sarin, CEO, InfoSpace. "InfoSpace turns in another record
quarter of rapid growth and announces the merging of two powerful entities to
create the premier global company delivering the services that are fundamentally
changing how people around the world communicate, access information, conduct
commerce and manage their lives across rapidly converging media platforms such
as wireless, DSL and broadband."
Wireless Services
Wireless continues to be the biggest opportunity and fastest growing area for
InfoSpace. Today, there are more than 400 million wireless subscribers
worldwide and that number is projected to grow 30-40% each year. Nokia and
Ericsson have both projected that there will be one billion cellular phones
worldwide by 2003. Jupiter predicts that by the same year, more people will
access the Internet on wireless devices than on PCs.
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InfoSpace continues to be the platform of choice for more than 20 wireless
carriers worldwide. In the United States, InfoSpace has access to 88% of
wireless subscribers today through its relationships that include 4 of the top 5
carriers: Verizon, AT&T, SBC and ALLTEL.
Most recently, InfoSpace announced that SBC, the second largest carrier in the
U.S. with more than 17 million subscribers, selected its platform for the
national roll-out of its mobile Internet services. SBC Wireless' new mobile
Internet services will be widely available to customers in the fourth quarter of
this year, and will be available across six SBC Wireless brands: Southwestern
Bell Wireless, Ameritech Cellular, Pacific Bell Wireless, Nevada Bell Wireless,
Cellular One and SNET.
In June, InfoSpace signed and launched ALLTEL Wireless, one of the top 5
carriers in the U.S. with close to 6 million subscribers, providing the solution
for ALLTEL's national wireless Internet initiative. Wireless users will receive
tightly integrated services such as m-commerce, or wireless shopping, location-
based services, personal information manager (PIM) applications such as address
book and calendar and communication services such as messaging directly on their
cellular phones.
In May, InfoSpace signed and launched VoiceStream Wireless to its more than 2.29
million subscribers. InfoSpace is providing the solution for VoiceStream's
wireless Internet services and their 'personal portal' called MyVoiceStream.com.
Using InfoSpace's unique wireless Internet platform, the portal is customized to
VoiceStream's needs and allows their customers to choose personalized, specific
information and be able to conduct commerce all from their wireless phone. The
branding of MyVoiceStream.com is controlled completely by VoiceStream.
InfoSpace is also experiencing rapid adoption of its mobile commerce solution.
Most recently, Infospace announced that AT&T Wireless will be the first to
launch its mobile commerce solution enabling subscribers to electronically
receive promotions from online and offline merchants on their cellular phones
that can be used online or offline at a physical store. AT&T, in conjunction
with InfoSpace, is leading the way in the world of mobile commerce by being the
first to provide their users with unique and valuable new commerce services such
as promotions, while helping facilitate transactions that will result in new
commerce revenue streams.
InfoSpace continues to aggressively expand its footprint in Europe, Asia and
South America. In May, the Company announced its entry into the Latin American
market with access today to all Brazilian carriers representing more than 16
million wireless subscribers. Through an agreement with Telesystem International
Wireless (TIW), InfoSpace's platform of integrated wireless Internet services
will be exclusively offered to all Brazilian cellular operators and Internet
Service Providers enabling them to deliver comprehensive and personalized
wireless Internet services to their subscribers on their mobile devices.
To date, InfoSpace has successfully deployed the platform of services for nine
carriers including:
. Verizon
. AT&T
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. ALLTEL
. VoiceStream
. AirTouch
. GTE
. Austrian carrier ONE
. Vodafone Australia
. QWest (formerly US West)
InfoSpace continues to innovate and develop new products and services as part of
its integrated platform. Most recently, InfoSpace announced its plans to launch
two new services that will make it easy for subscribers to manage their personal
accounts from any device including the ability to consolidate, access and manage
e-mail accounts from providers such as Yahoo! Mail, AOL Mail, Microsoft Hotmail
and any corporate POP3 e-mail account using one universal ID and password. The
new service will not only give mobile device users the freedom to communicate
and be productive anytime anywhere with a single click of a button, but will
also allow them to access and manage multiple business and personal e-mail
accounts in one place at one time.
In addition, InfoSpace announced its plans to launch a new mobile banking
service to enable the management of multiple financial accounts from one place
on cellular phones and PDA's. From any device, users will have access to a
consolidated view of all their personal financial information from multiple
institutions - such as bank accounts, bills, credit cards, investments and
loans- in one place, using one secure ID and password.
These new services will be integrated into InfoSpace's comprehensive wireless
Internet platform that offers tightly integrated suite of services across any
device, any platform and any standard. These services include:
. Commerce services such as making an instant purchase with a single click, the
electronic delivery of promotions that can be used online or offline and the
ability to search for products using standards-based codes, including bar
codes.
. Communication services such as device-independent e-mail and instant
messaging.
. Productivity applications such as address book, calendar and `to do' lists.
. Personal account management such as e-mail and account aggregation.
. Transaction services such as transferring funds from one account to another.
. Location-based services such as finding the nearest ATM or restaurant.
. Information services such as business finder, movie listings, directories,
stock quotes.
. Real-time alerts such as traffic reports, auction bids and stock alerts.
. Security services such as personal authentication for secure transactions.
InfoSpace's platform offers innovative and unique services that are helping to
turn every mobile device into a true transaction device. This includes the
ability to make instant purchases with a single click from virtually any Web
site. This patent-pending server-based technology automatically fills in Web
site payment forms, eliminating the need to enter in
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payment or shipping information, register at sites or enter any site-specific
passwords from the device.
InfoSpace also enables mobile users to find and receive promotions on wireless
devices from retailers and service-based merchants, such as dry cleaners and
restaurants, that can be used online and offline. To take advantage of the
promotion, the user can purchase the goods online, through a catalog, go to the
retail store or simply utilize the service. Using this technology, promotions
are seamlessly matched and automatically credited to the user's credit card
statement through secure back-end transaction processing.
InfoSpace also offers a new mobile commerce service that allows wireless
shoppers or the traditional store shopper to enter anything that is known about
an item- such as model number, part number, barcode, international standard book
number (ISBN), product name or even scan in a UPC code - to uniquely and most
accurately locate a product, comparison shop and purchase "when they want, where
they want and how they want" with a single click via cellular phones, land-line
telephones, CE or palm devices, two-way pagers and standard browsers.
InfoSpace has also announced that OmniSky has selected its platform to launch
next generation mobile services for PDAs. Palm Pilot users who purchase a
wireless modem and service from OmniSky will now have the ability to access a
wide range of new services that will change the way they shop, communicate,
access information and otherwise manage their lives.
Merchant Services
InfoSpace continues to make significant progress in executing its strategy to
provide the most integrated and comprehensive merchant platform that is merging
the online and offline world of commerce and creating the largest network
connecting merchants and consumers.
The local commerce opportunity is huge. According to the Kelsey Group, $3.7
trillion is transacted through the 10 million local merchants in the United
States alone. These merchants spend at least $200 billion annually on
promotions and Web-related activities.
InfoSpace's merchant network is built through partnerships with all of the
regional bell operating companies (RBOCs) that are subsidiaries of Qwest,
BellSouth, SBC and Verizon, merchant banks such as American Express and Bank of
America and other local media networks such as newspapers, television stations
and radio stations.
InfoSpace's national and local merchant network now consists of more than
600,000 local and national merchants, up more than 50% from the 400,000
merchants reported last quarter.
InfoSpace's merchant services enable local merchants to reach consumers wherever
they may be whether that shopping on mobile devices, at home on their PC or
soon, in front of their television. InfoSpace offers several unique services,
such as the delivery of electronic promotions that can be used online or offline
in a physical store, making an instant purchase
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with a single click and the ability to buy multiple products from multiple
merchants with a single universal shopping cart.
Using InfoSpace's services, local merchants are able to promote their products
and services across InfoSpace's extensive affiliate network of more than 3,100
Web sites including AOL and MSN, and more than 20 wireless carrier partners
including Verizon Wireless and AT&T Wireless creating the broadest reach to
consumers available today.
Consumer Services
Momentum continues to be strong for InfoSpace's consumer services. During the
quarter, the Company announced several new and expanded agreements.
InfoSpace announced its first entry into the Chinese market through an agreement
with Unicom Media, a division of China Unicom, one of China's largest
telecommunications companies, to provide the full platform of infrastructure
services that is the solution for their Internet initiatives throughout China.
With the addition of new partners such as Unicom Media, InfoSpace's affiliate
network has grown from 3,000 to 3,100 portals and affinity Web sites, including
4 of the top 5 most trafficked sites on the Internet.
In addition, InfoSpace continues to expand key agreements with partners, such as
Lycos for their classifieds solution and Disney's GO Network for their commerce
services, becoming an increasingly integral part of these portals business.
InfoSpace's extensive affiliate network gives it an unduplicated reach of more
than 92% of all Internet users and a duplicated reach of more than 400% on PC's.
The duplicated reach number represents that on average, more than 92% of all
Internet users visit approximately four sites in the InfoSpace affiliate
network.
In recent news:
. InfoSpace appointed telecom industry veteran Rand Rosenberg as Chief
Financial Officer and Senior Vice President of Finance
. InfoSpace appointed Steve Shivers to Managing Director of Europe, Kumail
Tyebjee as Managing Director of Asia and Kent Hellebust to Senior Vice
President of North and South America to aggressively lead global expansion
. InfoSpace moved headquarters to Bellevue, WA
About InfoSpace, Inc.
InfoSpace is a leading global Internet information infrastructure services
company. InfoSpace provides commerce, information and communication
infrastructure services to wireless devices, merchants and Web sites. The
Company's affiliates include a network of wireless and other Internet-enabled
devices including PCs, cellular phones, pagers, screen telephones, television
set-top boxes, online kiosks and personal digital assistants. These include
relationships with Verizon Wireless, AT&T, AirTouch, GTE, Intel, Ericsson,
Nokia, Mitsui and Acer America. InfoSpace's affiliate network also consists of
more 3,100
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Web sites that include AOL, Microsoft, Disney's GO Network, NBC's Snap, Lycos,
Go2Net Inc., DoubleClick, Dow Jones (The Wall Street Journal Interactive
Edition) and ABC LocalNet, among others.
D. On July 26, 2000, Naveen Jain and Russell Horowitz utilized the following
script in connection with their discussion of the merger during their conference
call with analysts.
NAVEEN JAIN: Thank you, Arun.
Four years ago we were convinced that wireless would be big opportunity for
InfoSpace and we started building services specifically designed for mobile
devices. We first launched in 1997 on AT&T's PocketNet analog phone with a CDPD
modem.
We built our applications and technologies with the belief that wireless
Internet will be a different medium and what people do on these devices will be
different then what they typically do on a PC.
The fundamental technologies we built 4 years ago are why we are so successful
today in leading the convergence of the Internet and wireless.
And that is also why more than 88% of the wireless carrier market in United
States- from Verizon, SBC and AT&T to ALLTEL, VoiceStream and Qwest are using
InfoSpace's solution to provide their users the ability to communicate, access
information, conduct commerce and otherwise manage their lives from their mobile
devices.
The result? Revenues in our wireless area grew more than 100% last quarter and
that's just the beginning of the things to come in this space!
So you keep asking me, "What comes next?"
After recently visiting Europe and Asia and talking to our partners in United
States, it is becoming crystal clear that the next big thing will be broadband.
As soon as you hear Broadband, I know most of you are thinking interactive
television. Well, when WE think of broadband, we are really thinking of ALL
broadband devices.
We think that broadband will first be used and deployed in the very near term
with DSL / XDSL followed closely by wireless broadband, also known as 3G, and
finally broadband cable, or interactive television.
To take advantage of the broadband network opportunity, we need to position
ourselves now to enjoy the same kind of opportunity and market share that we are
experiencing in the wireless market today.
The biggest opportunity we see is with our telecommunications partners such as
Verizon, SBC, Qwest and other providers across Europe and Asia who are asking us
for a unified
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and personalized solution that will work across all of their networks including
wireless, broadband DSL and narrowband ISP.
But again, broadband will be a completely different media than wireless and
wireline. It will require different applications and technologies. We believe
that the killer applications for broadband will be entertainment services such
as interactive gaming and real time interactive commerce.
For example, wouldn't it be nice if you turn on your favorite TV show and while
watching you see a nice jacket you want to buy and with a single click you can
find and purchase that product without ever leaving your chair? InfoSpace will
be working with the programmer and MSOs to integrate our commerce capabilities
such as UPC code information with their programming so we can allow a single
click purchase to create the first interactive real time commerce functionality.
And what if you are at home or work watching Bloomberg TV and now you can have
the capabilities to alternate between the Bloomberg stock ticker or personalizes
stock ticker and additional news and information about only the stock quotes
that matter to you.
This is what will define how interactive TV was meant to be and not how it
exists today. So, On the near term, You will see is focused on broadband
capabilites with broadband DSL followed closely by wireless broadband also known
as 3G. We will soon follow up these efforts with the applications and
technologies that will really see the emergence of cable television broadband
networks.
I am really excited about the growth opportunity that exists in front of us with
the merger of InfoSpace and Go2Net.
InfoSpace's merger with Go2Net will create the industry's first leading
infrastructure services company to deliver an end-to-end integrated platform of
applications and technologies that works across all platforms including
narrowband and broadband PCs, TVs, PDAs, pagers, cellular phones and other Web
appliances.
InfoSpace will now be able to upsell an expanded platform of integrated consumer
services, and a new set of applications designed for broadband networks, to its
telecommunications partners such as Verizon and SBC to enable the delivery of a
unified and personalized experience across narrowband, broadband (including DSL)
and wireless.
RUSS HOROWITZ: Thanks Naveen and congratulations on another outstanding
quarter.
First, let me communicate how excited I am about this merger and how together,
we will create the Industry's premier global infrastructure company, which will
lead and drive the convergence of the wireless and broadband Internet!
Before I begin, I'd like to take a few minutes to provide a brief background
history on Go2Net. Go2Net was founded in 1996 to take advantage of the
impending emergence of the Internet and the significant opportunities associated
with the coming of a next major global revolution. To capitalize on this
opportunity, Go2Net focused on developing the
<PAGE>
services, applications, and technologies needed to build relationships with the
users moving onto the Internet.
Today, not only has Go2Net fulfilled its goals of providing Internet users the
services and applications to experience the unique interactive elements of the
Web through our multiplayer-games, finance, search and merchant services, we
also created significant value for our shareholders and delivered one of the
Internet's most dynamic and profitable businesses.
Go2Net and InfoSpace both share the same mission and passion of consistently
being ahead of the technology curve in emerging markets. InfoSpace has proven
that it is an industry leader by being a major force in driving the adoption of
the wireless Internet. To their credit, Naveen and his team had the foresight
to recognize this opportunity, and they have consistently executed in creating a
global infrastructure wireless Internet leader with significant wireless
distribution partnerships.
Go2Net has been focused on creating applications and technologies on both
narrowband and broadband devices. We believe that all devices will eventually
become broadband enabled and we have aggressively developed applications and
services that bring utility and cater to the rich media experience created by
this medium. Today, we have effectively become one of the market leaders in
broadband through partnerships with Charter, the 4th largest cable company in
the US and several other significant broadband access providers.
The opportunity that Naveen, Arun and I recognized and the reason for combining
forces is to create a global infrastructure powerhouse delivering a private
label, integrated platform of applications and services for narrowband,
wireless, and broadband devices. Currently, no company has truly created a
seamless experience, (meaning any device, any place, any time) across cell
phones, wireless appliances, PCs and TVs. In bringing together Go2Net's assets
in narrowband and in broadband PC and TV with InfoSpace's extensive global
wireless carrier relationships, we will create a company poised to capitalize on
providing the leading integrated platform for infrastructure services.
Today, our strategies are extremely synergistic in the way that we market our
services and technologies through distribution partnerships and on a private
label basis. We feel our approach to the market is a key competitive
differentiator and strategically beneficial in capturing major customers for
both companies. We also share the focus in providing applications and
technology services to both consumers and merchants. At Go2Net, our search,
personal finance, and games properties squarely target consumers. Our small
business and payment-processing platform are focused entirely on merchants.
Combined, we create the largest end-to-end merchant network with almost 2 MM
merchants. Our product and distribution assets are very complementary and not
duplicative, giving us a tremendous opportunity to expand the combined company's
assets into a comprehensive integrated offering and accelerate our revenue
growth opportunities.
In closing, this merger allows us to create the ultimate integrated platform,
for all devices, that's uniquely positioned to capitalize on the massive value
creation that will come from the continued explosion of the Internet industry
and the adoption of wireless and broadband! Thank you!
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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 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.
CONTACTS
For InfoSpace: For Go2Net:
Joni Hanson Mark S. Peterson or Dan Coleman
425-201-6100 206-447-1595
