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RULE 425 FILING
Filer: Quokka Sports, Inc.
Subject Company: Total Sports Inc.
Subject Company SEC File No. 333-90905
CONTACT INFORMATION:
INVESTORS:
Kate Rajeck
Quokka Sports Inc.
415/908-3800
[email protected]
PRESS:
Caryn Marooney
OutCast Communications
415/392-8282
[email protected]
Kevin Sullivan
NBC Sports Media Relations
212/664-2014
[email protected]
Quokka Sports Announces Expanded Strategic Relationship with NBC
o NBC to purchase a warrant from Quokka Sports for the right to purchase up to
10.0 million shares of Quokka stock for $141 million
o Expanding strategic alliances include golf, Major League Baseball, NCAA
basketball and NCAA football event coverage
o NBC to receive a right to appoint a representative to Quokka's Board of
Directors
SAN FRANCISCO, Calif., August 22, 2000 - Quokka Sports, Inc. (Nasdaq: QKKA), a
leading provider of sports entertainment for the digital world(TM), today
announced an expanded strategic and financial relationship with NBC.
Under the terms of the warrant issuance agreement, NBC will acquire a warrant
from Quokka Sports to purchase up to 10.0 million shares of Quokka Sports common
stock for an aggregate of $140.8 million at prices ranging from $8.89 to $20.00
per share over the next three and a half years. As part of the deal, NBC will
have the right to appoint a representative to the board of directors of Quokka
Sports.
Quokka Sports and NBC, through their NBC/Quokka Ventures joint venture, are
currently working together to provide immersive Internet coverage of the 2000
Summer Olympic Games in Sydney,
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Australia via the jointly-produced NBCOlympics.com web site.
Last week, NBC/Quokka Ventures announced a joint agreement with the Salt Lake
Organizing Committee for the Winter Olympic Games of 2002 to produce
www.saltlake2002.com, the official worldwide web site of the 2002 Olympics.
"NBC Sports and Quokka Sports have successfully joined forces on
NBCOlympics.com -- already the most comprehensive Olympic web site ever -- and
now NBC and Quokka are working with our Salt Lake friends at SLOC to create the
official global site of the Salt Lake Games. They have simply done a stunning
job in producing a site that lives up to the quality and standards of the
Olympic Games. I'm thrilled with our ever-expanding partnership with Quokka."
said Dick Ebersol, Chairman, NBC Sports and Olympics.
In addition, Quokka recently announced its intention to acquire a 71% interest
in Golf.com L.L.C., owner of the golf.com web site. The remaining 29% of
Golf.com will continue to be owned by NBC. In June, Quokka and NBC demonstrated
the power of coordinated golf media coverage with the 100th U.S. Open at Pebble
Beach, which was broadcast by NBC Sports and produced by Quokka via Golf.com. To
date, NBC has provided extensive promotion, media assets and access to venues,
commentators and athletes for NBCOlympics.com and Golf.com in conjunction with
their television event coverage. For the Sydney 2000 Games, NBC is planning to
extensively promote NBCOlympics.com, giving the Internet destination
unprecedented visibility.
Finally, Quokka recently announced its agreement to acquire Total Sports Inc., a
privately-held digital media company that covers Major League Baseball, college
basketball, college football and other NCAA championships, such as the College
World Series. NBC currently has a strategic relationship with Total Sports and
is represented on the Total Sports board of directors.
The nature of the expanded relationship between Quokka and NBC is expected to
encompass the exploration of potential new joint ventures, coverage of new
sports properties, new acquisitions and other anticipated business development
and expansion opportunities that will leverage and enhance NBC Sports' renowned
broadcast capabilities and relationships with Quokka's digital media expertise.
"Going forward, NBC Sports will continue developing our Quokka relationship by
sharing our resources and aggressively promoting our joint Internet productions.
This partnership, combined with our sports news and information presence with
MSNBC on the Internet, creates more unique, exciting and complete digital sports
coverage than ever before." said Ken Schanzer, President, NBC Sports.
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"As Quokka further expands into the U.S. mainstream sports market, expanding our
relationship with NBC is a natural next step in continuing to develop new
business opportunities. We are proud of the relationship we have built with NBC
and we have already identified a number of new opportunities to work on together
as we continue to grow our digital sports entertainment business and build a
profitable company," said Alvaro Saralegui, Chief Operating Officer of Quokka
Sports.
ABOUT QUOKKA SPORTS
Quokka Sports, a leading provider of sports entertainment for the digital
world(TM), creates complete interactive sports experiences that fulfill the
passions of sports enthusiasts worldwide. Quokka Sports (Quokka.com) leverages
digital technology to offer rich, immersive presentations that include live
event coverage, analysis, news and information, audio and text dispatches from
athletes, games, community forums, and premium shopping. The Quokka Sports
Network is comprised of several sport verticals that feature some of the world's
premier sporting properties. These include year-round coverage of 35 Olympic
sports (NBCOlympics.com), Sailing (QuokkaSailing.com, AmericasCup.org,
BTChallenge.com, VolvoOceanRace.org), Motor Racing (CART.com, MotoGP.com) and
Action Sports (MountainZone.com coverage of skiing, climbing, hiking,
snowboarding, adventure racing and mountain biking). Quokka Sports develops its
content for a broad range of digital platforms from narrowband and broadband
Internet to wireless and converged devices. Quokka Sports' innovative sports
entertainment productions are enabled by Quokka Performance Team members Compaq
Computer Corporation, Computer Associates International, Inc. and Intel
Corporation. Quokka Sports has offices in San Francisco, London, New York and
Seattle.
Investors are urged to read proxy statements and documents relevant to the
Golf.com and Total Sports acquisitions described in this announcement that are
filed with or that will be filed with the U.S. Securities and Exchange
Commission because they contain important information about that transaction.
After they are filed, you can obtain the relevant documents that are filed with
the Securities and Exchange Commission for free on the Securities and Exchange
Commission's web site at http://www.sec.gov. If you write or call Quokka at the
contact information listed above, we will send you for free, when available, the
final proxy statement that we file in connection with obtaining our stockholder
approval of the Golf.com transaction and the prospectus that we file in
connection with the registration of the shares to be issued in the Total Sports
acquisition.
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"Quokka" and "Quokka Sports" are registered trademarks, and "Quokka Sports
Immersion," "Qnews," "What Happens Next," "Sports Entertainment for the Digital
World," "Wired Athlete," "Athlete's Voice" and the Quokka Logos are trademarks
of Quokka Sports, Inc.
Cautionary Statement Under The Private Securities Litigation Reform Act Of 1995:
Except for the historical information contained herein, this news release
contains forward-looking statements that involve risks and uncertainties,
including the Company's ability to complete pending
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acquisitions, effectively integrate the operations of combining companies,
develop and monetize new sports properties, expand its relationship with NBC,
attract and retain an audience, develop and launch programming, develop multiple
streams of revenue, and attract and retain sponsors, attain profitability as
well as the other risks detailed from time to time in the Company's SEC filings,
including its Report on Form 10-K for the year ended December 31, 1999 and its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. Actual
results could differ materially from those discussed and reported results should
not be considered as an indication of future performance. All forward-looking
statements are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update such statements.
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