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Filed by Go2Net, 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 IN ROADSHOW PRESENTATIONS
INFOSPACE
In Every Space ....
THE VISION
To be the premier global infrastructure company that is fundamentally
changing the way people communicate, access information, conduct
commerce and manage their lives on any device
MERGER SUMMARY
- Structure: Tax free, Stock-for-Stock Merger
- Exchange Ratio: 1.82 InfoSpace shares per Go2Net share
- Management: Naveen Jain - Chairman
Arun Sarin - Vice Chairman and CEO
Russ Horowitz - Vice Chairman and President
Rand Rosenberg - Chief Financial Officer
- Board Composition: 5 InfoSpace, 3 Go2Net
- Accounting: Pooling-of-Interests
- Conditions: Shareholder approvals and regulatory
- Target Closing: Q4 2000
- Company Name: InfoSpace
MERGER HIGHLIGHTS
- Creates the global infrastructure powerhouse delivering private-label,
integrated applications and services for all platforms
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- Impressive position in 4 massive markets: Consumer, Merchant, Wireless
and Broadband
- Accelerates the network effect between consumers and merchants
- Significant business model synergies accelerate revenue growth and
extend technology leadership
- World-class, proven management team strengthens execution capability
- Immediately accretive on all financial metrics
SIGNIFICANT REVENUE GROWTH
Graphical chart showing the quarterly revenue growth of both InfoSpace
and Go2Net. The charts are each presented as bar graphs with $(MM) on
the vertical axis and time (measured in fiscal quarters from March 99
to Jun 00) on the horizontal axis. Under each graph is a measurement of
the quarter-to-quarter revenue growth percentages.
INFOSPACE OVERVIEW
- Leading provider of information, communication and commerce
infrastructure services for wireless devices, merchants and Web sites
- Any Standard, Any Platform, Any Device
- Platform of choice for wireless carriers
Access to 88% of U.S. wireless market; Verizon (Bell Atlantic,
AirTouch, GTE), SBC (South Western Bell, Pacific Bell, Ameritech
Cellular, Cellular One, SNET), AT&T, Alltel, VoiceStream, Quest
Wireless
Very quickly expanding footprint in Europe, Asia and South America;
Vodafone Australia, Austria One, TIW Brazil
- Innovating and integrating proprietary applications and technologies
to enhance the user experience
INFOSPACE OPERATING MODEL
Operating Metrics:
- More than 20 wireless carrier relationships worldwide (up from 5 one
year ago)
- More than 3,000 affiliate Web sites reaching more than 90% of all
Internet users (up from 1,800 one year ago)
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- All 5 RBOCs with more than 600,000 local online and offline merchants
using services (up from 100,000 one year ago); 50% growth from last
quarter alone
- Consistently exceed consensus analyst expectations
Revenue Model:
- Wireless: Licensing per subscriber per month and transaction fees
- Merchant: Licensing, subscriptions, commerce transactions
- Consumer: Licensing and transaction fees
WHAT WE DO... HELP OUR PARTNERS WIN!
Graphic showing logos of InfoSpace Partners separated into strategic
groups. Under internet groups are listed: NBCi, CBS, abc.com, DowJones,
Lycos, citysearch.com, msn, aol. Under Wireless groups are listed:
Airtouch, AT&T, Alltel, BellAtlantic, SBC, Vodafone Airtouch, GTE,
USWest, Verizon Wireless, VoiceStream Wireless. Under Merchants are
listed: OfficeMax, BankofAmerica, TicketMaster, AmericanExpress
YOU SEE US THROUGH OUR PLATFORM PARTNERS
Graphic showing pictures representing different platform partners: (1)
a picture of Lycos' website; (2) a picture of a handheld device (i.e.
Palm); (3) picture of a cellular phone
WE'VE BEEN AHEAD OF THE CURVE
Graphic showing timeline of Infospace activities in certain key
technologies such as Broadband, Wireless, Merchant, Private-Label, and
Technology. The graphic shows all of the Broadband partners and the
dates those partnerships were established. It shows the Wireless
partners and the dates those partnerships were established. Graphic
also shows a timetable of the applicable technology and the dates of
certain milestones.
EXPANDING OUR OPPORTUNITY
Graphic showing expansion plan into different avenues of distribution
such as WebPortals, DSL Providers, Wireless carriers, Cable, and
Satellite collectively termed InfoSpace's Integrated Technology
Platform.
LARGE MARKET OPPORTUNITY
Graphic showing Narrowband, Wireless and Broadband market opportunities
on bar graphs. Each graph represents projections of users (in the
millions) over the next three to four years. Graphs project a market of
520 million Global Internet Users (narrow band) by 2004, 1.6 billion
wireless users by 2004, and 81 million broadband users by 2003.
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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
- Gives leading position in broadband with key MSO and other broadband
partnerships
Graphic showing logos of partners: AllegianceTelecom, digeo,
CharterCommunications, RCN, HighSpeedAccess
- Additional applications expand market opportunities (search, finance,
merchant solutions, etc.)
- Significantly accretive to EPS and all financial metrics
GO2NET OVERVIEW
- Leading provider of applications and infrastructure technologies to
broadband and narrowband devices
- Highly monetizable cross platform applications --- finance, games,
search, payment processing platform, etc.
- Significant merchant network
- Most widely used payment processing platform
- Robust and scalable technology platform
GO2NET OPERATING MODEL
Operating Metrics:
- More than 10MM homes passed (30MM+ users) via broadband distribution
channels
- More than 1 million merchants (up from 500,000 one year ago)
- More than 80,000 merchants licensing payment processing platform and
more than $1B in transactions processed annually
- One of the Internet's most profitable business models (29%+ operating
margins)
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- Consistently exceed consensus analyst expectations
Revenue Model:
- Merchant: Licensing, subscriptions, transactions
- Consumer: Licensing, transactions, advertising
- Broadband: Licensing, transactions, subscriptions, advertising
IMMEDIATE SYNERGIES
Wireless - Integration of payment processing platform with
one-click purchasing
- Strength in new areas such as entertainment which
are key drivers for wireless
- Broadband capabilities keep INSP ahead of curve
for 3G wireless
Broadband - Leverage INSP relationships to upsell broadband
applications and services
- International penetration Merchant
- Cross-sell into 1.6 million merchants
- Combine INSP promotional and marketing
functionality with GNET transaction processing
capabilities
Consumer - Cross-selling in key service offerings (search,
directory, shopping, community, finance,
games, etc.)
- Extend unduplicated and duplicated reach
GO2NET ACCELERATES THE NETWORK EFFECT
Graphic showing acceleration of network. Graphic is a circular graph
formed by three arrows representing (1) the addition of partners; (2)
the acquisition of merchants and consumers; and (3) the expansion of
services. Inside the circle are pictures of the technologies in which
this acceleration will take place, wireless phone, standard computer,
palm devices, and cable television.
PLATFORM UBIQUITY
Graphic showing variety of platforms such as Voice, SMS, TV, Satellite,
HDML, PDA Browsers, Palm Devices, Web Appliances, Cable Modems, HTML,
DSL, WAP, Next Generation SmartPhones. The graphic is displayed as the
InfoSpace logo centered with arrows pointing out to all the platforms
in a hub and spoke layout.
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UNIFIED AND SCALABLE TECHNOLOGY PLATFORM
- Integration of superior narrowband, wireless and broadband technology
creates significant barriers to entry
- Robust architecture delivers unified user experience independent of
device or platform o Distributed technology for scaling to the masses
- Field tested and proven technology with leading distribution partners
- Proprietary technology (with more than 40 patents pending) creates
compelling value proposition
Commerce services (UPC-based shopping and promotions and
single-click purchasing)
Broadband content and services delivery
UNMATCHED SERVICE PROVIDER
Graphic showing services provided to certain partners as compared to
the services provided by certain competitors. The Services listed at
the top of the graph are (1) Under the heading of TECHNOLOGY, Standards
Agnostic, and Private Label; (2) Under the heading of APPLICATIONS, UPC
Based mCommerce, Merchant Promotions, PIM Services, Games, Search,
Payment Processing, and Location Services; and (3) Under the heading of
DISTRIBUTION, Mobile Carriers, Cable/DSL, PC/Narrowband.
The competitors to which InfoSpace is drawing a comparison are: Aether,
Comverse, Inktomi, Phone.com, Software.com, Verisign, and Branded
Portals.
The comparisons are drawn by placing an "x" in the appropriate column
indicating which service each offers. InfoSpace has an "x" under each
column indicating that they offer each service listed. All others have
various numbers of services indicated by a various number of x's.
WIRELESS DEMO
Graphic showing cellular phone screen. The demo will show how, with a
cellular phone, you can log on to a particular web site, in this case
MyCoupons, enter a category code, and city and then search for
available coupons.
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KEY MANAGEMENT
<TABLE>
<CAPTION>
KEY MANAGEMENT CURRENT ROLE BACKGROUND
<S> <C> <C>
Naveen Jain Chairman, INSP Microsoft
Arun Sarin CEO, INSP Vodafone AirTouch
Rand Rosenberg CFO, INSP Pacific Telesis, Salomon
Russ Arun CTO, INSP Microsoft
Russell Horowitz Chairman and CEO, GNET Xanthus Capital, LP
John Keister President, GNET ViewCom Technology
Michael Riccio COO, GNET Hutchins, Wheeler & Dittmar
Rick Thompson CFO, GNET Microsoft
Eric Zocher CTO, GNET Excite@Home
</TABLE>
PRO FORMA FINANCIALS
<TABLE>
<CAPTION>
INFOSPACE GO2NET PRO FORMA
1H:00 ($)MM
<S> <C> <C> <C>
Revenue $43.6 $41.8 $85.4
Gross Profit 36.0 35.1 71.1
Operating Income (6.8) 11.8 5.0
Net Income $(1.5) $18.4 16.9
EPS $(0.01) $0.40 $0.05
Cash $180 $285 $465
</TABLE>
PRO FORMA REVENUE BREAKDOWN
Pie Graph showing Pro Forma and Target revenues. The Pro Forma revenues
are for Second Quarter 2000, and the Target Revenues are for Calendar
Year 2002. The revenue percentages are broken down into Consumer,
Merchant, Wireless, and Broadband sources.
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PRO FORMA BUSINESS MODEL
<TABLE>
<CAPTION>
ACTUAL TARGET
<S> <C> <C>
Gross Margin 83% 83% - 85%
SG&A 61% 38% - 42%
R&D 16% 10% - 12%
Operating Margin 6% 30% - 35%
</TABLE>
STRONG FINANCIAL POSITION AND OUTLOOK
- Immediately accretive to all financial metrics
- Transaction accelerates revenue growth opportunities
- Highly diversified recurring revenue streams
- Continued margin expansion
- Free cash flow positive
- $465 million in cash
THINGS TO WATCH FOR
- Metrics
Increased penetration among subscribers of wireless carrier
partners
Additional merchants subscribing to merchant services
Increasing transaction revenue per merchant and per subscriber
Average revenue per affiliate
Increase in reach, both unduplicated and duplicated
- Relationships
Aligning with additional wireless carriers, both domestic and
abroad
Launching of wireless services with existing carrier partners
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Rollout of broadband services with existing broadband partners
SUMMARY HIGHLIGHTS
- Creates the global infrastructure powerhouse delivering private-label,
integrated applications and services for all platforms
- Impressive position in 4 massive markets: Consumer, Merchant, Wireless
and Broadband o Accelerates the network effect between consumers and
merchants
- Significant business model synergies accelerate revenue growth and
extend technology leadership
- World-class, proven management team strengthens execution capability
- Immediately accretive on all financial metrics
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.
