Filed by IBS Interactive, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: IBS Interactive, Inc.
Commission File No. 333-46762
This following communication contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These
forward-looking statements may include statements regarding, for example, the
termination of the combination, the consequences of the termination of the
combination, costs related to the combination, inability to further develop and
achieve commercial success for each of Infonautics' and IBS' respective
businesses and business strategy as a result of the termination of the
combination, the number of registered users and reach of each company's web
sites, the deployment of each company's respective resources following the
termination of the combination, sustainability as stand alone companies, and
strategic or other opportunities for Infonautics and IBS. Such statements are
based on the current expectations of each company's respective management and
are subject to a number of uncertainties and risks that could cause actual
results to differ materially from those described in the forward-looking
statements. More information about potential factors that could affect either
Infonautics or IBS financial results is included in the Risk Factors sections of
such company's respective filings with the Securities and Exchange Commission.
All forward-looking statements included in this document are based on
information available to each such company as of the date of this document, and
neither company assumes any obligation to update such forward-looking
statements.
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY IBS INTERACTIVE, INC. ON
NOVEMBER 10, 2000
FOR IMMEDIATE RELEASE
INFONAUTICS, IBS INTERACTIVE AND FIRST AVENUE VENTURES MUTUALLY AGREE TO
TERMINATE STRATEGIC COMBINATION
KING OF PRUSSIA, Pa. and CEDAR KNOLLS, N.J., Nov. 10 /PRNewswire/ --
Infonautics, Inc. (Nasdaq: INFO - news), IBS Interactive, Inc. (Nasdaq: IBSX -
news) and First Avenue Ventures, Inc. today announced that they have mutually
agreed to terminate the reorganization agreement to create a publicly-held
venture technology company. No party will receive a breakup fee as a result of
the termination. The companies previously announced the strategic combination on
July 31, 2000.
Rich Masterson, Chief Executive Officer of First Avenue Ventures, Van Morris,
Chief Executive Officer and President of Infonautics, and Nicholas Loglisci,
Chairman and Chief Executive Officer of IBS Interactive, jointly commented
"After evaluating the proposed combination in light of changing market
conditions, we have concluded that it is in the best interests of our respective
shareholders, companies, and employees to terminate the reorganization agreement
at this time."
ABOUT IBS INTERACTIVE
IBS Interactive, Inc. (Nasdaq: IBSX - news) provides comprehensive e-Business
and information technology (IT) solutions to businesses and organizations.
Professional services include programming and applications development, network
services, consulting and training. Web-site hosting services include shared and
co-location hosting. Internet access services include dedicated lease lines,
dial-up and digital subscriber line (DSL) Internet access. IBS Interactive was
founded in 1995 and is headquartered in Cedar Knolls, NJ.
ABOUT INFONAUTICS
Infonautics, Inc. (Nasdaq: INFO - news) is a pioneering provider of personalized
information agents and Internet sites. The Infonautics Network of Web properties
includes the award-winning Company Sleuth, Sports Sleuth, Job Sleuth and
Entertainment Sleuth sites. The Infonautics Network also includes Search and
Reference Media sites consisting of Electric Library, eLibrary Tracker,
Encyclopedia.com and NewsDirectory.com. The Electric Library site was the first
reference site of its type on the Internet, and is one of the largest paid
subscription sites on the Web, with approximately 100,000 paying subscribers.
Infonautics was founded in 1992 and is headquartered in King of Prussia, PA.
<PAGE>
ABOUT FIRST AVENUE VENTURES, INC.
First Avenue Ventures is a Philadelphia-based private equity and management
consulting firm. The company was established by Rich Masterson, founder and
former president of Internet professional services leader US Interactive, in
partnership with Cross Atlantic Capital Partners, founded by Don Caldwell
(former president of Safeguard Scientifics) and Glenn Reiger (former Safeguard
Scientifics Executive). Cross Atlantic Capital Partners (XACP) is a venture
capital management firm operating several venture funds, including the Cross
Atlantic Technology Fund and The Co-Investment 2000 Fund L.P.
Contacts:
Infonautics, Inc.
Van Morris, 610-971-8840, ext. 1254, [email protected]
Bob Wright, 610-971-8840 ext. 1296, [email protected]
Ken Dennard, 713-529-6600, [email protected]
IBS Interactive, Inc.
Nick Loglisci, 973-285-2600, ext. 209, [email protected]
Howard Johnson, 973-285-2600, ext. 277, [email protected]
First Avenue Ventures
Jim DeLorenzo, 610-296-3450, [email protected]
This news release contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These
forward-looking statements may include statements regarding, for example, the
termination of the combination, the consequences of the termination of the
combination, costs related to the combination, inability to further develop and
achieve commercial success for each of Infonautics' and IBS' respective
businesses and business strategy as a result of the termination of the
combination, the number of registered users and reach of each company's web
sites, the deployment of each company's respective resources following the
termination of the combination, sustainability as stand alone companies, and
strategic or other opportunities for Infonautics and IBS. Such statements are
based on the current expectations of each company's respective management and
are subject to a number of uncertainties and risks that could cause actual
results to differ materially from those described in the forward-looking
statements. More information about potential factors that could affect either
Infonautics or IBS financial results is included in the Risk Factors sections of
such company's respective filings with the Securities and Exchange Commission.
All forward-looking statements included in this document are based on
information available to each such company as of the date of this document, and
neither company assumes any obligation to update such forward-looking
statements.
INFONAUTICS and COMPANY SLEUTH are registered trademarks of Infonautics, Inc. or
its subsidiaries. SPORTS SLEUTH, JOB SLEUTH, ENTERTAINMENT SLEUTH,
ENCYCLOPEDIA.COM, and NEWSDIRECTORY.COM are trademarks of Infonautics, Inc. or
its subsidiaries.
Digital Fusion is a trademark of IBS Interactive, Inc.
All other trademarks and service marks are the properties of their respective
owners.
