Type: 425
Sequence: 1
Description: Rule 425 Communications
Filed by 24/7 Media, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
Commission File Number 0-29768
Subject Company: 24/7 Media, Inc.
Meg Brossy Corey Olfert Sandra Laws
24/7 Media Fleishman-Hillard LawsComm Public
212-231-7104 213-489-8253 Relations
[email protected] [email protected] 303-755-4400
[email protected]
For Immediate Release (Draft)
24/7 MEDIA SIGNS AGREEMENT TO ACQUIRE EXACTIS.COM
Becomes Pre-eminent Global Provider of End-To-End Solutions
for Customer Acquisition and Customer Relationship Management
NEW YORK - February 29, 2000 - 24/7 Media, Inc. (Nasdaq: TFSM), one of the
largest global Internet media and technology companies, today announced it has
agreed to acquire Exactis.com, Inc. (Nasdaq: XACT), the largest provider of
permission-based precision e-mail marketing and communications outsourcing
solutions, in a stock-for-stock transaction valued at approximately $490
million. Under the terms of the transaction, each outstanding share of
Exactis.com common stock will be exchanged for 0.60 shares of 24/7 Media
common stock. Based on 24/7 Media's last reported closing price, the exchange
ratio represents a per share price of $29.70 per share, a 38% premium over
Exactis.com's 30 day average stock price. The transaction is subject to
certain conditions, including regulatory approval and stockholder approval,
and is expected to close in the second quarter of 2000.
Using its patented technology and expertise, Exactis.com delivers
more than 10 million e-mail marketing and communication messages per day for
category leaders in e-commerce, media, and financial services. With its
complete suite of customized e-mail communications solutions, including
TargetMessaging, InformMessaging and AccountMessaging, Exactis.com enables its
corporate clients to distribute news and information, deliver event-triggered
communications and target and manage large-scale one-to-one e-mail marketing
campaigns. Exactis.com has more than 100 clients, including Sony Music
Entertainment, Charles Schwab, MSNBC Interactive News, First Union Corp.,
USATODAY.com, Tribune Media Services, The Economist, American Express, the
Industry Standard and Red Herring.com.
"The acquisition of Exactis.com enables 24/7 Media to offer an
integrated, end-to-end customer relationship management solution that will
help our combined company's clients, numbering in the thousands, to acquire
new customers and retain existing customers," said David J. Moore, 24/7
Media's President and CEO. "Exactis.com is the leader in highly scalable and
precise e-mail delivery technologies and has advanced data mining capabilities
that can enhance our current product
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offerings. Combining Exactis.com's services and expertise with the massive
global reach of the 24/7 Network and 24/7 Mail's 20 million permission-based
e-mail addresses under management will enable us to offer an unsurpassed
breadth of solutions to e-marketers. In addition, our combined organization
will have 250 Internet software engineers on staff, solidifying our technology
leadership in Internet marketing."
Exactis.com's product offerings, combined with 24/7 Media's current
e-marketing offerings, round out the combined entity's complete suite of
customer relationship management products and services, including:
o Ad serving solutions o E-mail distribution
o Advertising services o Analytic and data mining services
o Promotion planning and execution o Loyalty marketing solutions
o E-mail brokerage and management o Convergence solutions across
Internet, broadband, and wireless
applications
"We are extremely excited about the combination of our data mining,
campaign management and delivery technologies with 24/7 Mail's industry
leading database of permission-based e-mail addresses and state-of-the-art ad
serving capabilities. Together, we can create large-scale, yet precise and
fully integrated e-marketing solutions that our clients strongly desire," said
E. Thomas Detmer, Jr., President and CEO of Exactis.com. "24/7 also allows us
to accelerate our global expansion by taking advantage of 24/7's impressive
global footprint."
Exactis.com's e-mail delivery technologies will be integrated with
24/7 Connect, 24/7 Media's recently launched ad serving system, and e.merge,
24/7 Media's broadband ad serving tool, to create the global standard in cross
platform Internet marketing.
Exactis.com will operate as a separate subsidiary of 24/7 Media and
will remain headquartered in Denver, CO. Tom Detmer, president and CEO of
Exactis.com, will report to Michael Rowsom, general manager of 24/7 Mail, the
e-mail division of 24/7 Media. It is anticipated that all Exactis.com
employees will remain with the company.
About 24/7 Media
Reaching nearly 60 percent of all online users in the United States, 24/7
Media, Inc. is one of the largest global Internet media and technology
companies. Through its global online advertising and direct marketing
networks, 24/7 Media provides a full suite of interactive marketing solutions
and services. Through its flagship ad network, 24/7 Media serves more than 3.5
billion ad impressions per month on more than 400 high-profile sites globally.
24/7 Mail, the world's largest permission-based, opt-in e-mail database,
consists of more than 20 million profiles that can be used to deliver targeted
online banner and e-mail campaigns. 24/7 Connect is a next generation online
ad serving and management system. Based in New York, 24/7 Media, Inc. has
offices in 49 cities in 27 countries. For more information, please visit
www.247media.com.
About Exactis.com
Exactis.com's clients, primarily in the media, financial services and
e-commerce industries, use Exactis.com precision e-mail solutions to
communicate news and information, deliver event-triggered communications, and
target and manage large-scale one-to-one e-mail marketing campaigns. Clients
include Sony Music Entertainment Inc., Charles Schwab & Co. Inc., MSNBC
Interactive News, First Union Corp., USATODAY.com, Tribune Media Services, The
Economist and American
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Express. Founded as Mercury Mail in 1995 and then known as InfoBeat,
Exactis.com has headquarters in Denver.
The Boards of Directors of both 24/7 Media and Exactis.com have approved the
merger, which is also subject to the approval of the stockholders of both 24/7
Media and Exactis.com. In connection with the merger agreement, 24/7 Media has
entered into an agreement with certain stockholders of Exactis.com who control
a majority of the outstanding shares of common stock of Exactis, providing for
these stockholders to vote their shares for the merger. Exactis.com has
entered into an agreement with certain stockholders of 24/7 Media who control
approximately 27% of the outstanding shares of common stock of 24/7 Media,
providing for these stockholders to vote their shares for the merger.
24/7 Media and Exactis.com expect to prepare and file a proxy
statement/prospectus with respect to the 24/7 Media and Exactis.com
stockholder meetings to approve the merger and the registration of the shares
of 24/7 Media common stock to be issued in the merger.
The offering of the shares to be issued pursuant to the merger will be made
only by means of a prospectus.
Caution Concerning Forward-Looking Statements
This press release includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein due to changes in economic,
business, competitive and/or regulatory factors. More detailed information
about those factors is set forth in the most recent quarterly report and other
filings with the Securities and Exchange Commission made by the companies
named herein. In addition, the following factors, among others, could cause
actual results to differ materially from those described herein: failure to
obtain stockholder approval for the merger, the risk that the 24/7 Media and
the Exactis.com businesses will not be integrated successfully, the potential
for impairment of relationships with employees or customers, the costs related
to the merger, the inability of the companies to realize synergies or other
anticipated benefits of the merger, and other economic, business, competitive
and/or regulatory factors affecting the businesses of 24/7 Media and
Exactis.com. None of the companies named herein are under any obligation to
(and expressly disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information, future
events or otherwise.
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Investors and security holders are urged to read the definitive joint proxy
statement/prospectus regarding the merger referenced in the foregoing
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 24/7 Media and Exactis.com. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when it is available) and other documents filed by 24/7
Media and Exactis.com 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 24/7 Media by directing a request to
[email protected] or by calling (212) 231-7100.
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