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EXHIBIT 99.1
[FREEREALTIME.COM LOGO] [REDCHIP.COM LOGO]
FOR IMMEDIATE RELEASE
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http://www.freerealtime.com/ http://www.redchip.com/
Media Contacts: Robert Ingram/ Investor Contacts: Charles Messman
Andrea Werbel MKR Group
Morgen-Walke Associates 415-934-6811
212-850-5600
FREEREALTIME.COM & REDCHIP.COM TO MERGE
-"BEST OF THE WEB" RESEARCH SITE JOINS FORCES
WITH THE WEB'S "STICKIEST"E-FINANCE SITE -
IRVINE, CALIF./ PORTLAND, ORE., JUNE 7, 2000 - FreeRealTime.com, Inc. (OTC:
FRTI), a leading Web provider of real-time stock market data, financial services
and analytical tools, and privately held RedChip.com Inc., a leading independent
research company devoted to "Discovering Tomorrow's Blue Chips Today" jointly
announced today a definitive merger agreement to create the Internet's premier
vertical finance portal providing "real-time actionable insight" to independent
and institutional investors. Under the proposed merger, FreeRealTime.com will
issue four million shares to the RedChip.com shareholders who, on a pro forma
basis, will own approximately one-third of the combined company. The proposed
combination is expected to be accretive to revenues and earnings for the
combined calendar 2001 operating results. Subject to customary conditions, the
merger is expected to close by the end of July 2000 and has been approved by
each company's board of directors.
In combining FreeRealTime.com's over 1.2 million registered investors with
RedChip's award-winning research, analysis and commentary, the merged entity
will focus on being the investor's real-time knowledge source. Chairman and
Co-Chief Executive Officer of FreeRealTime.com, Geoff Moore said, "While we are
already rated by both Media Metrix and Nielsen//NetRatings as the Web's
"stickiest" e-Finance site, this merger further distinguishes us from the other
e-Finance portals that lack real-time proprietary research. RedChip's `top
picks' have consistently outperformed market indices and RedChip.com was just
picked by Forbes as the `Best of the Web' for small cap stocks. Together we
expect to deliver the best resources that Wall Street uses to turn knowledge
into wealth: real-time market information and proprietary research. Importantly,
this merger also transforms our business model with a number of B2B and
e-commerce revenue streams that are expected to surpass our ad sales next year."
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RedChip.com's Chief Executive Officer, Marc Robins stated, "this strategic
combination with FreeRealTime.com accelerates the digital transformation of
RedChip. We've got a great track record generating superior returns through
independent research for the institutional and sophisticated investor, and now
we'll be able to broadly connect our award winning content with
FreeRealTime.com's large investor community. We also have a substantial "B2B"
services group, RedChip Partners, that manages "investor awareness" programs for
over 50 public companies, and this merger will dramatically expand the exposure
for our RedChip companies."
Management stated that the combined company will emerge with a dynamic operating
platform, which will provide its shareholders with a diverse mix of high growth
revenue streams. The company will distribute information and conduct
transactions through many on-line and off-line media, including both owned and
allied web sites, a demographically-rich e-mail database with over 700,000
opted-in members, and a variety of Webcast conferences and presentations, as
well as through the traditional channels of The RedChip Review print
publication, broadcasts, and investor conferences.
"We become a `B2A' financial media company," commented Brad Gunn,
FreeRealTime.com Founder and Co-Chief Executive Officer, "in that, through
RedChip, we expect our economics to be driven by connecting businesses with our
audience (the `A' in B2A), which are investors ranging from self-directed
individuals to asset managers and financial institutions, across multiple media
platforms.
"While we will have a vibrant media sales effort with over one billion monthly
advertising impressions on our Web properties," Gunn added, "the big story in
the merger is the rich diversity of e-commerce and B2B revenues, which are both
rapidly growing and largely recurring revenue streams. By next year, we fully
expect that B2B and e-commerce operations will constitute the majority of our
consolidated revenues."
B2B and e-commerce operations will include:
(1) contract fees for managing "Investor Awareness" programs and other
services for RedChip Partner companies, which today number over 50 public
companies;
(2) subscription sales from our own services BullSession.com and the RedChip
Review, and from allied services such as JagNotes, Telescan's ProSearch,
and INVESTools;
(3) fees generated from a range of financial transaction alliances, such as
on-line brokerage companies;
(4) fees from the syndication of RedChip research and other financial content;
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(5) commissions from hosting on-line offerings for public and private
securities through our affiliate, Digital Offering.com, whose service is
under development and expected to be launched in the Fall 2000.
Following the completion of the proposed transaction, the current shareholders
of RedChip.com will own approximately 33% of FreeRealTime.com stock on a pro
forma, fully diluted basis. The combined company's revenues in the first quarter
of the calendar year 2000 approached an annual run-rate of approximately $12
million and management expects that the proposed combination will be accretive
to revenues and earnings for the combined calendar year 2001 operating results.
This transaction is subject to customary closing conditions and the receipt of a
fairness determination from the California Dept of Corporations.
Headquarters for the combined company will be in Irvine, California with offices
located in Portland, Oregon; San Francisco; Minneapolis and New York.
Jefferies & Co. acted as exclusive financial advisor to FreeRealTime.com on the
transaction and Roth Capital Partners advised RedChip.com.
A video webcast of the merger announcement with FreeRealTime.com Co-CEO's Brad
Gunn and Geoff Moore and RedChip.com CEO Marc Robins can be accessed at
http://quotes.freerealtime.com/dl/frt/page?file=main/redchip1.html .
FreeRealTime.com will have a conference call to discuss its year-end financial
results, and the merger with RedChip.com on Thursday, June 8 at 4:15 (EST). To
access the conference call, please dial (888) 209-3790, or online at
www.MKR-group.com.
ABOUT FREEREALTIME.COM
FreeRealTime.com, Inc. is a leading digital financial media company, empowering
investors with the information and tools they need in order to make
knowledgeable investing decisions. The FreeRealTime.com Web site delivers an
extensive array of stock market data, business information, communication tools,
and sophisticated research and investment management tools for institutional
investors, brokers and independent investors. Launched in 1998, the
FreeRealTime.com community now has over 1,200,000 members and regularly delivers
over 200 million monthly page views. FreeRealTime.com has been recognized as a
leader by such notable sources as CNBC, Online Investor, Forbes, The Wall Street
Journal, Business Week and The Los Angeles Times. Nielsen//NetRatings also
recently ranked FreeRealTime.com as the "stickiest" financial site used at home
and the second "stickiest" of ALL sites used at home. FreeRealTime.com's
business partners include such premiere
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organizations as InvestmentHouse.com, Telescan, Go2Net, Market Guide and
JagNotes. Visit FreeRealTime.com's Web site at http://www.freerealtime.com.
ABOUT REDCHIP.COM
RedChip.com, Inc.(TM) is a vertical portal serving "Tomorrow's Blue Chip"
companies and their investors. The Company publishes proprietary equity research
on nearly 270 companies under The RedChip Review(R) banner, as well as
information about the small-cap markets and individual companies under the
RedChip Reporter(TM), RedChip Radar(TM), and RedChip Profile(TM) trademarks.
RedChip.com(TM) was recently recognized by Forbes' "Best of the Web" as the
"Best of the Best" top small-cap site. Forbes' staff evaluated over 5,000 Web
sites and grouped the best of these into more than 90 categories, with one site
in each category--the "Best of the Best"--as Forbes' favorite. Forbes said that
investors value the RedChip(TM) site for the quality of its independent research
and for the breadth and depth of information presented to investors, including
research coverage on 270 companies, more than 5,000 investment profiles,
small-cap news and commentary, real-time trading information, and webcast
research conferences and management presentations. In addition, RedChip(TM)
analysts' recommendations have consistently outperformed major benchmarks.
Headquartered in Portland, Oregon, RedChip.com(TM) also has offices in
Minneapolis, San Francisco, Los Angeles, and New York. Visit RedChip.com's Web
site at http://www.redchip.com.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS PRESS RELEASE
INCLUDES FORWARD LOOKING STATEMENTS WHICH ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES, INCLUDING THE RISKS AND UNCERTAINTIES ASSOCIATED WITH RAPIDLY
CHANGING TECHNOLOGIES SUCH AS THE INTERNET, THE RISKS OF TECHNOLOGY DEVELOPMENT
AND THE RISKS OF COMPETITION. ACTUAL RESULTS COULD DIFFER MATERIALLY. FOR MORE
INFORMATION ABOUT THESE RISKS AND UNCERTAINTIES, SEE THE SEC FILINGS OF
FREEREALTIME.COM CORPORATION.
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