Filed by IBS Interactive, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: I. I. Holding Company, Inc.
Commission File No. 0-24073
Investors and security holders of the Company are advised to read the joint
proxy statement/prospectus regarding the business combination transaction
referenced in the following information when it becomes available because it
will contain important information. The joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by IBS Interactive, Inc. and
Infonautics, Inc. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when available) and other documents filed by
Infonautics, Inc. at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained from IBS
Interactive, Inc. by directing such request to Chief Financial Officer, IBS
Interactive, Inc., 2 Ridgedale Avenue, Suite 350, Cedar Knolls, NJ 07927.
The 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,
failure of the IBS Interactive, Inc. or Infonautics, Inc. stockholders to
approve the merger, completion of the transactions related to it, the risk that
the IBS Interactive, Inc., Infonautics, Inc. and First Avenue business will not
be integrated successfully, costs related to the transaction, inability to
further develop and achieve commercial success for the combined companies'
business strategy, the number of registered users and reach of each company's
web sites, the value of any holdings by the companies, the tax and accounting
treatment of the merger and related transactions, the closing of the
transaction, and the deployment of each company's respective resources following
the merger. Such statements are based on management's current expectations 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 which could affect the
either IBS Interactive, Inc. or Infonautics, Inc. 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.
<PAGE>
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY IBS INTERACTIVE, INC. ON
JULY 31, 2000:
INFONAUTICS, IBS INTERACTIVE AND FIRST AVENUE VENTURES MERGE TO CREATE
VENTURE TECHNOLOGY ENTERPRISE
THREE-WAY COMBINATION CREATES COMPANY TO BE NAMED DIGITAL FUSION
KING OF PRUSSIA, PA and CEDAR KNOLLS, NJ (July 31, 2000) - Infonautics, Inc.
(NASDAQ: INFO), IBS Interactive, Inc. (NASDAQ: IBSX) and First Avenue
Ventures, Inc. today announced a three-way strategic combination to create a
publicly-held Venture Technology Company that will be named Digital Fusion,
Inc. The new enterprise will have 1999 pro forma revenues of approximately
$40 million, with 400 employees in 11 cities.
Digital Fusion is being established to restore a disciplined approach toward
creating, operating and implementing successful Internet strategies and
businesses. The new company will provide corporate clients, venture capitalists,
entrepreneurs and incubators with both the comprehensive framework and the
resources required to develop Internet technologies. Upon approval by
shareholders of Infonautics and IBS, the new company will have a successful
professional services track record among blue chip clients, an established
operating portfolio of Internet properties and a partnership with a global
venture capital firm.
"The problem with the new economy is that there's too much NEW and not enough
ECONOMY," said Rich Masterson, Chief Executive Officer of First Avenue Ventures,
Inc. "Digital Fusion will respond to growing concerns in the marketplace for
restoring a rational methodology for building and managing businesses in the New
Economy."
Masterson, who will become Chairman and Chief Executive Officer of Digital
Fusion, is an experienced entrepreneur, management consultant, philanthropist
and private equity investor. He is also the founder and former president of US
Interactive (NASDAQ: USIT), a leading Internet professional services firm. Van
Morris, presently Infonautics' CEO, will become Digital Fusion's Chief Operating
Officer. Nick Loglisci, presently IBS Interactive's CEO, will become Digital
Fusion's President. Digital Fusion's 11-member Board of Directors will initially
be comprised of three representatives to be named by Infonautics and IBS
Interactive, respectively, two from First Avenue Ventures and three additional
at-large members who will be appointed by the original eight members from the
combining companies.
At launch, the resources of Digital Fusion will include:
o IBS Interactive's experience in creating technology solutions for blue
chip clients in, among others, the healthcare, pharmaceuticals, financial
and insurance industries as well as government institutions
o IBS Interactive's practical, results-based methodology (Discover,
Design, Develop, Deploy)
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o IBS Interactive's complete solutions encompassing strategy, design,
programming, network services, and Web hosting
o Infonautics' growing operating portfolio of successful Web properties,
which Media Metrix ranks among the top 100 consolidated web networks
o Infonautics' more than 1.3 million registered users of its Sleuth sites
and over 105,000 paying subscribers to Electric Library
o Infonautics' holding in bigchalk.com, an Internet-based education
company
o First Avenue Ventures' global partnership with Cross Atlantic Capital
Partners, a venture fund management company with $270 million in assets
and 23 portfolio companies.
Under the terms of the definitive agreement, which has been unanimously approved
by each company's Board of Directors and the stockholders of First Avenue
Ventures, Infonautics and IBS Interactive stock will be converted to Digital
Fusion stock at fixed exchange ratios. Shareholders of both companies will
receive one share of Digital Fusion stock for each share of Infonautics or IBS
Interactive stock that they own. First Avenue Ventures will invest $6 million in
the new company and its shareholders will receive shares of Digital Fusion
preferred or common stock, which will represent, in the aggregate, approximately
4.5% of the issued and outstanding shares of new company. The combination is
intended to be tax-free to the shareholders of IBS Interactive and Infonautics
as well as to the companies.
The merger will be accounted for as a purchase transaction and is subject to
certain closing conditions, including regulatory approvals and the approval of
Infonautics' and IBS Interactive's shareholders. The merger is expected to close
in the fourth quarter.
Commenting on the transaction, Morris said, "The repositioning of Infonautics is
now complete. This merger marks not only the final evolution for Infonautics,
but also the genesis of a new company. Our history is one of building valuable
Web sites quickly and economically. Our future now becomes doing the same thing
on a larger scale, with greater resources, in conjunction with a larger and more
diverse customer base. I'm excited about joining Rich, Nick and the IBS team in
building an enterprise of substance and size that is uniquely positioned in the
market."
"Teaming IBS Interactive's professional services with Infonautics' Internet
properties and First Avenue's venture management creates exciting opportunities
for our company and our clients," said Loglisci, IBS Interactive's Chief
Executive Officer. "It represents a significant step forward for IBS
Interactive, one that will allow us to bring new technologies to our client base
while advancing early stage technology opportunities."
Contacts:
Infonautics, Inc.
Van Morris, 610.971.8840 ext. 1254, [email protected], Bob Wright,
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610.971.8840 ext. 1296, [email protected], Ken Dennard, 713.529.6600,
-----------------------
[email protected]
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IBS Interactive, Inc.
Nick Loglisci, 973.285.2600 ext. 209, [email protected], Howard
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Johnson, 973.285.2600 ext. 277, [email protected]
------------------------
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First Avenue Ventures
Jim DeLorenzo, 610.296.3450, [email protected], Glenn Reiger,
----------------------
610.971.6184, [email protected]
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A Radio Wall Street interview will be hosted by the executive management team
forming Digital Fusion HTTP://WWW.DIGITALFUSION.COM today at 3:00 PM ET. The
----------------------------
interview can be accessed live via the Internet at
HTTP://WWW.RADIOWALLSTREET.COM/DFI. A replay of the interview will be available
----------------------------------
shortly after the live interview.
ABOUT IBS INTERACTIVE
IBS Interactive, Inc. (NASDAQ: IBSX) 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) is a pioneering provider of personalized
information agents and Internet sites. The Infonautics Network of Web properties
includes the award-winning Sleuth sites such as Company Sleuth, Sports Sleuth,
Job Sleuth and Entertainment Sleuth. 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 more than 105,000 paying subscribers.
Infonautics was founded in 1992 and is headquartered in King of Prussia, PA.
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
(NASDAQ: USIT), 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. XACP is
uniquely qualified to penetrate venture markets and promote the growth of its
portfolio companies due to its "Cross Atlantic Network" of advisors, strategic
relationships, geographic presence, and experienced professionals. XACP, with
offices in the UK, Ireland, and the United States, targets investments in
innovative technology companies in all three countries. For more on XACP please
see WWW.XACP.COM.
# # #
THIS NEWS RELEASE CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THESE
FORWARD-LOOKING STATEMENTS MAY
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INCLUDE STATEMENTS REGARDING, FOR EXAMPLE,FAILURE OF THE INFONAUTICS OR IBS
STOCKHOLDERS TO APPROVE THE MERGER, COMPLETION OF THE TRANSACTIONS RELATED TO
IT, THE RISK THAT THE INFONAUTICS, IBS AND FIRST AVENUE BUSINESS WILL NOT BE
INTEGRATED SUCCESSFULLY, COSTS RELATED TO THE TRANSACTION, INABILITY TO FURTHER
DEVELOP AND ACHIEVE COMMERCIAL SUCCESS FOR DIGITAL FUSION'S BUSINESS STRATEGY,
THE NUMBER OF REGISTERED USERS AND REACH OF EACH COMPANY'S WEB SITES, THE VALUE
OF ANY HOLDINGS BY THE COMPANIES, THE TAX AND ACCOUNTING TREATMENT OF THE MERGER
AND RELATED TRANSACTIONS, THE CLOSING OF THE TRANSACTION, AND THE DEPLOYMENT OF
EACH COMPANY'S RESPECTIVE RESOURCES FOLLOWING THE MERGER. SUCH STATEMENTS ARE
BASED ON MANAGEMENT'S CURRENT EXPECTATIONS 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 WHICH COULD AFFECT THE 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 is a registered trademark of Infonautics, Inc. or its
subsidiaries. COMPANY SLEUTH, SPORTS SLEUTH, JOB SLEUTH, SHOPPING SLEUTH,
ENTERTAINMENT SLEUTH, SLEUTH CENTER, MOBILE 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.
THE FOLLOWING IS THE FREQUENTLY ASKED QUESTIONS (FAQ) DISSEMINATED BY IBS
INTERACTIVE, INC. ON JULY 31, 2000 ON THE WEBSITE LOCATED AT
WWW.DIGITALFUSION.COM:
---------------------
"The problem with the new economy is that there's too much new and not enough
economy," said Rich Masterson, chief executive officer of First Avenue Ventures
Inc. "Digital Fusion responds to growing concerns in the marketplace for
restoring a rational methodology for building and managing businesses in the New
Economy."
Frequently Asked Questions about Digital Fusion
Q: What is Digital Fusion?
A: Digital Fusion is a new company that has been established to restore a
disciplined approach toward creating, operating and implementing successful
Internet businesses. Digital Fusion will provide corporate clients, venture
capitalists, entrepreneurs and incubators with both the comprehensive framework
and the resources required to develop Internet technologies. Upon approval by
shareholders of Infonautics and IBS, the new company will have a successful
professional services track record among blue chip clients, an established
operating portfolio of Internet properties and a partnership with a global
venture capital firm.
Q: What are the three companies that comprise the new entity?
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<PAGE>
A: Infonautics, Inc. (NASDAQ: INFO) is a pioneering provider of personalized
information agents and Internet sites. The Infonautics Network of Web
properties includes the award-winning Sleuth sites such as Company Sleuth,
Sports Sleuth, Job Sleuth and Entertainment Sleuth. 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
more than 105,000 paying subscribers. Infonautics was founded in 1992 and is
headquartered in King of Prussia, PA. You can get additional information from
their web site at www.infonautics.com
IBS Interactive (NASDAQ: IBSX) 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 has 300 employees, with
headquarters in Cedar Knolls, NJ and regional offices in New York City,
Eatontown, NJ; Marlton, NJ; Orlando, FL; Tampa, FL; Huntsville, AL; Detroit, MI;
Minneapolis, MN and Chantilly, VA. You can get additional information from their
web site at WWW.INTERACTIVE.NET.
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
(Nasdaq: USIT), 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 fund management company with $270 million in assets under
management and 23 portfolio companies, four of which are incubators. (For more
on XACP please see www.xacp.com.)
Q. There are many companies involved in the development of New Economy
ventures - Where does Digital Fusion Fit In?
A. Digital Fusion is being established to address the major risks involved
with New Economy Business:
Technology risk: Our broad technology experience, depth of talent, and expertise
in development of intellectual property enables our clients to launch their
concepts quickly and effectively.
Market risk: We will be able to market test new concepts with the access our
established Internet properties have to millions of eyeballs.
Management risk: Our leadership includes four former CEOs with experience in
both managing turn-around and taking companies public.
Financial risk: Through both our own resources and our growing partnerships we
have access to global venture funding.
Q: It sounds like an Internet incubator?
A: The confusion is understandable, but Digital Fusion is different.
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At the highest level, Digital Fusion is a dot.com operator, not an incubator.
Our operating companies and properties are far down the path to commercial
success. At launch, assuming shareholder approval we'll have:
A company with pro-forma revenues of $40 million A 325 person Internet services
company operating in 11 offices Proven Internet properties generating real
revenues Reach to a growing audience of over 1.3 Million registered users and
100,000 paying subscribers
Digital Fusion is about bringing together a seamless integration of technology,
services, and operational experience to help dot.com ventures achieve commercial
viability.
Q: What are the economics of the deal?
A: Under the terms of the definitive agreement, which has been unanimously
approved by each company's Board of Directors and the stockholders of First
Avenue Ventures, Infonautics and IBS Interactive stock will be converted to
Digital Fusion stock at fixed exchange ratios. Shareholders of both companies
will receive one share of Digital Fusion stock for each share of Infonautics or
IBS Interactive stock that they own. First Avenue Ventures will invest $6
million in the new company and its shareholders will receive shares of Digital
Fusion preferred or common stock, which will represent, in the aggregate,
approximately 4.5% of the issued and outstanding shares of new company. The
combination is intended to be tax-free to the shareholders of IBS Interactive
and Infonautics as well as to the companies.
Q: What is the management structure of Digital Fusion?
A: Rich Masterson, who will become Chairman and Chief Executive Officer of
Digital Fusion, is an experienced entrepreneur, management consultant,
philanthropist and private equity investor. He is also the founder and former
president of US Interactive (Nasdaq: USIT), a leading Internet professional
services firm.
Van Morris will become Digital Fusion's Chief Operating Officer. He is
currently CEO of Infonautics.
Nick Loglisci will become Digital Fusion's president. He is currently CEO of
IBS Interactive.
Initially Digital Fusion's 11-member Board of Directors will be comprised of
three representatives from Infonautics and IBS Interactive respectively, two
from First Avenue Ventures and three additional at-large members, to be named by
the original eight members from the combining companies.
Q: What is the growth model for the company?
A:
1.Organic growth of the operating entities
2.Focus on providing catalytic services, and global commercialization services
to Venture Capitalist, Incubators, and Entrepreneurs
3.Development of new Business opportunities from within our company, our client
base, and in conjunction with Entrepreneurs
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Q: When will the deal close?
A: The merger is expected to close sometime in the forth quarter of this
year.
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