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EX-99.2
PRESS RELEASE
Hoover's, Inc., Agrees to Acquire Powerize.com
PR Newswire - July 12, 2000 16:20
Acquisition Brings Tools, Technology and Distribution to Hoover's Online
AUSTIN, Texas, July 12 /PRNewswire/ -- Hoover's, Inc. (Nasdaq: HOOV),
operator of the businessperson's portal Hoover's Online
(http://www.hoovers.com), today announced that it has entered into a
definitive agreement to acquire Powerize.com, Inc. (http://www.Powerize.com),
a developer of content integration and syndication technology, and operator
of a business research Web site with more than 600,000 registered members.
Hoover's will use Powerize.com's technology to syndicate its tools and
Hoover's content and services to Web sites, including corporate intranets,
enterprise information portals (EIPs) and business-to-business vertical and
content sites, including Hoover's Online.
Under the terms of the agreement, Hoover's will pay approximately $17.1
million in cash and stock for all the outstanding shares, options and
warrants of Powerize.com. The agreement has been approved by each company's
board of directors and is subject to customary conditions, including approval
by Powerize.com stockholders. Holders of approximately 58.9 percent of the
Powerize.com shares have agreed to vote their shares in favor of the
transaction. The deal is expected to close during Hoover's second quarter,
ending September 30, 2000.
"The acquisition of Powerize.com strengthens Hoover's in two very important
ways," said Hoover's CEO Patrick Spain. "First, our position as the leading
destination business portal is enhanced through the addition of
Powerize.com's large user base of businesspeople, premium content collection
of more than 10,000 sources, industry-leading content integration technology
and traffic-driving tools such as custom e-mail newsletters and alerts.
Second, as a follow-on to our investment last week in search tools company
10K Wizard, Hoover's further enhances its position as a significant player in
the emerging arena of syndicating tools and services for enterprise portals
and other Web sites. Among these services are custom content and tools
integration, application hosting and specialized e-commerce services."
"Hoover's Online is clearly the premier Web site for businesspeople," said
Edwin Addison, CEO of Powerize.com. "Fully integrating Powerize.com's premium
business and financial information and newsletters, and the tools that power
them will, we believe, cement Hoover's Online as the Web's most comprehensive
business portal. We're pleased to join Hoover's to help businesspeople around
the world do their jobs better and faster than ever before."
The acquisition of Powerize.com is expected to significantly increase unique
users and page views on Hoover's Online, as well as greatly enhance the
industry information, tools and functionality on the site. Currently,
Powerize.com delivers over 12 million advertising-supported newsletters and
alerts each month to its more than 600,000 registered users. Its registered
user base is growing by an average of 2,000 new members daily. Through the
combination of Powerize.com's newsletters and page views, Hoover's Online
gains approximately 50% more sellable advertising inventory.
"In addition to gaining market share and broadening our revenue streams, this
combination adds some critical elements to the company," said Spain.
"Powerize.com's technology gives Hoover's Online greater opportunities for
targeted advertising through Powerize.com's industry-specific newsletters and
e-mail alert services, which further strengthen the product offered by our
advertising sales force. In addition, the purchase will approximately double
the size of Hoover's technology staff, which will allow us to be more
aggressive in our efforts to roll out further enhancements to Hoover's
Online."
Under the terms of the acquisition, Powerize.com's technology, as well as
content from more than 10,000 premium sources with which Powerize.com has
licensing
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agreements, will become consolidated within Hoover's Online beginning in the
fall of 2000. Upon the close of the transaction, Powerize.com will operate as
Hoover's new tools syndication and content integration subsidiary, which will
continue to be based at Powerize.com's current offices in Linthicum,
Maryland, and Reston, Virginia. Hoover's expects that all of Powerize.com's
approximately 60 employees will join Hoover's, and Powerize.com's chief
executive officer, Edwin Addison, will become chairman of Hoover's Powerize
subsidiary. President and chief operating officer Mark Gaertner will join the
Hoover's management team as president of Hoover's Powerize subsidiary.
Powerize.com provides content integration and traffic-building services to:
-- A network of high-traffic affiliate Web sites, including CNBC.com, Fox
Marketwire, and AOL's Netscape Netcenter;
-- Distribution partners including Inktomi, iSyndicate, MediaDNA and
Mobilize, Inc.; and
-- Enterprise information portals. Powerize.com is the content integration
partner for portals built by Engenia Software, Hummingbird Ltd., Hyperwave,
Lotus, Plumtree Software, Radnet, Sybase, Verity and Viador, among other
corporate portal tool vendors.
In addition to the more than 600,000 registered members of its Web site,
Powerize.com delivers mission-critical business information and research
directly to the intranets of more than 1,700 corporate,government, and
not-for-profit customers, including over half the Fortune 500. In addition
to Hoover's, Powerize.com's major content partners include Bell & Howell
Information and Learning, BNA Inc., COMTEX News Network, EBSCO Information,
Phillips Publishing, Primark and Zacks Investment Research, among others.
The specific terms of the transaction will include Hoover's issuance of 1.48
million shares and $2.42 million in cash in exchange for all the common stock
of Powerize.com. In addition, Hoover's will reserve approximately 400,000
additional shares for issuance upon exercise of all outstanding Powerize.com
options and warrants, as well as approximately $220,000 for distribution upon
exercise of all Powerize.com warrants. Based on the closing price of Hoover's
common stock on the Nasdaq National Market on July 11, 2000 (and assuming the
exercise of all existing Powerize.com options and warrants), the transaction
is valued at approximately $17.1 million.
The acquisition is intended to qualify as a tax-free reorganization, and will
be accounted for as a purchase. While the integration and expansion of
Hoover's Powerize subsidiary can be expected to depress operating earnings
for the next two quarters, it is not expected to change the company's
targeted profitability for the quarter ending March 31, 2001. The transaction
is expected to be accretive to revenues immediately upon closing, and be
accretive to operating income beginning in June 2002.
Hoover's Online will be hosting a conference call and live Webcast to discuss
the acquisition of Powerize.com today at 5:00 PM EST. To access the Webcast
go to Hoover's Online at www.hoovers.com, click on "About Hoover's" and then
"Investor Relations," or go to: http://www.corporate-
ir.net/ireye/ir_site.zhtml?ticker=HOOV&script=2100. To listen to a replay of the
call, dial 800-633-8284, reservation #15781101.
About Powerize.com
Founded in January 1997, Powerize.com is headquartered in Linthicum,
Maryland, with additional offices in Reston, Virginia. In addition to its
industry-leading content integration technology, Powerize.com provides access
to content from more than 10,000 publications and other sources, including
brand-name newspapers, magazines, trade journals, newswires and research
providers.
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About Hoover's, Inc.
Hoover's, Inc. operates Hoover's Online, the businessperson's portal, which
provides more than 3 million businesspeople with timely and reliable
information that allows them to make informed decisions. Hoover's then
provides an e-commerce marketplace in which businesspeople can act on those
decisions to purchase information, products and services. At the core of
Hoover's Online lies a proprietary database of authoritative business
knowledge about the world's largest, most influential and fastest-growing
companies and industries, and created by more than 120 writers, editors and
researchers. Hoover's uses its proprietary searching and sorting technology
to combine that database with high-quality third-party business information,
including news, a directory of business Web sites, and biographical and
product information, as well as business travel, personal finance and career
tools, to make Hoover's Online the one-stop source for businesspeople seeking
to get their jobs done. Hoover's Online is also available through several
Internet services, including America Online, Dow Jones, Microsoft, Reuters
and Yahoo! Hoover's investors include Time Warner (NYSE: TWX), Media General
(AMEX: MEG.A), NBC -- a unit of General Electric (NYSE: GE), and Knowledge
Universe, through its Knowledge Net Holdings and Nextera Enterprises (Nasdaq:
NXRA) units.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: This press release contains forward-looking statements relating to
future events or results that involve risks and uncertainties, including
statements regarding the completion of the proposed acquisition, expected
benefits and consequences of the proposed acquisition, and anticipated future
financial results. These forward-looking statements are subject to risks that
required stockholder or other approvals might not be obtained in a timely
manner or that the proposed acquisition otherwise is not completed, as well
as risks relating to the timing and successful completion of product
development efforts, integration of the technologies and content, products,
personnel and businesses of Hoover's and Powerize.com, unanticipated
expenditures, changing relationships with customers, suppliers and strategic
partners and other factors described in the most recent Form 10-K and other
periodic reports filed by Hoover's with the Securities and Exchange
Commission.
Contact: Lisa Glass of Hoover's, Inc., 512-374-4662, or [email protected];
or Anila N. Kalbi, 212-699-2737, or [email protected], or Machie Madden,
212-699-2719, or [email protected], both of Middleberg Euro rscg, for
Hoover's, Inc.; or Michael Gallagher of Powerize.com, Inc., 703-438-3500,
ext. 8111, or [email protected]; or Kathryn Akers of Abernathy
MacGregor, 212-371-5999, or [email protected], for Powerize.com, Inc.
SOURCE Hoover's, Inc.
/CONTACT: Lisa Glass of Hoover's, Inc., 512-374-4662, or [email protected];
or Anila N. Kalbi, 212-699-2737, or [email protected], or Machie Madden,
212-699-2719, or [email protected], both of Middleberg Euro rscg, for
Hoover's, Inc.; or Michael Gallagher of Powerize.com, Inc., 703-438-3500,
ext. 8111, or [email protected]; or Kathryn Akers of Abernathy
MacGregor, 212-371-5999, or [email protected], for Powerize.com, Inc./
/Web site: http://www.Powerize.com
http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=HOOV&script=2100
http://www.hoovers.com/ (HOOV)
