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FILED BY ABOUT.COM, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: ABOUT.COM, INC.
COMMISSION FILE NO. 000-25525
CONTACT: PRIMEDIA
WARREN BIMBLICK: INVESTORS 212.745.0615
EILEEN MURPHY: MEDIA 212.745.1857
ABOUT
KELLY LOFTS: INVESTORS 212.204.1587
TABATHA STURM: MEDIA 212.204.4000
WEB SITES: www.primedia.com
www.about.com
PRIMEDIA AND ABOUT, INC. MERGE
TO FORM THE LEADING TARGETED MEDIA COMPANY
NICHE IS KING IN ONE-OF-A-KIND TRADITIONAL MEDIA/NEW MEDIA INTEGRATED COMPANY
MERGER IS ACCRETIVE AND SUPERCHARGES PRIMEDIA FOR GROWTH
NEW YORK, NY -OCTOBER 30, 2000 - Tom Rogers, chairman and CEO of Primedia Inc.
(NYSE: PRM) and Scott Kurnit, chairman and CEO of About, Inc.(NASDAQ: BOUT)
announced today that the two companies have signed an agreement to merge,
forming the leading targeted media company which will provide a vast array of
marketing solutions to advertisers and an unprecedented level of niche content
to users.
Under terms of the agreement, shareholders of About will receive 45.2
million shares of Primedia, or 2.3409 Primedia shares for each About share. The
value of the transaction is $690 million based on Primedia's October 27 closing
price of $15 1/4 and About's closing price of $23 7/8. About has no debt and at
September 30, 2000 had $133 million of cash. The transaction, which is subject
to shareholder approval and customary closing conditions, is tax-free to all
shareholders.
"With this transaction, Primedia has been transformed. Niche is king,"
said Mr. Rogers. "In one fell swoop we are marrying Primedia's powerhouse of
content in more than 700 media niches with About's more than 700 topic specific
Guide Sites and some 10,000 associated experts. Primedia is the leading
traditional media company in the delivery of highly targeted niche print and
video products to consumers. About is the leading on-line company in the
delivery of niche content. This is the most synergistic
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combination either of these two companies could possibly enter into and creates
a one of a kind company that no two other companies could create."
"While the AOL and Time-Warner merger announced earlier this year
created a mass media powerhouse of new and traditional media, the Primedia and
About merger creates the leading model for the integration of traditional and
new media niche content and the resulting delivery of targeted marketing
vehicles," said Mr. Rogers.
"About has been the leader in ON-LINE targeted marketing," said Mr.
Kurnit. "With this transaction, our Guides, staff and shareholders are becoming
part of the unquestionable leader in ALL targeted marketing. We're excited to
deliver this opportunity to our shareholders to unlock the value in our company.
We believe that by being merged with Primedia we will grow faster and farther
over time than as a standalone company."
About's topic sites have a natural alignment with many Primedia
properties. For example, About has topic sites such as pregnancy, infertility,
adoption and daycare which match Primedia's AMERICAN BABY; teen advice,
homework/study tips and career planning which match Primedia's SEVENTEEN and
CHANNEL ONE; auto repair, 4-wheel drive/SUVs and vintage cars which match
Primedia's 30 automotive properties including AUTOMOBILE, SPORTS COMPACT CAR and
MUSCLE MUSTANG; and broadband, fiber optics, wireless communications, satellite
communications and ISPs which match Primedia's TELEPHONY, WIRELESS REVIEW, CABLE
WORLD, BROADCAST ENGINEERING and SATELLITE COMMUNICATIONS. These synergies exist
across all of About's 700 topic sites and Primedia's 700 niches. The combination
of on-line and off-line targeted content will provide major integrated marketing
offerings for advertisers.
"The combination creates enormous scale with Primedia's leading
off-line position, being enhanced by it becoming the seventh most trafficked
business on the web overall, and the largest news and information site on the
web," continued Mr. Kurnit.
"I am absolutely thrilled to have Scott Kurnit as part of the Primedia
team," said Mr. Rogers. "He is a true Internet pioneer and visionary who is also
very well grounded in traditional media. Having his enormous expertise in
overseeing and driving the combined Internet operations of the two companies is
a very significant asset for Primedia going forward." He will remain CEO of
About and will become Chief Internet Officer of Primedia with responsibility for
overseeing and driving the combined Internet assets of the two companies and
will report to Mr. Rogers. Mr. Kurnit will also become a board member of
Primedia.
"When the board brought on Tom Rogers as CEO one year ago, we were
convinced that Primedia could be transformed into a totally unique company by
taking its traditional media assets and becoming a major player in the new media
world, and a revenue and cash flow engine," said Henry Kravis, a founding
partner of KKR and member of the Primedia board. "Tom and his management team
have made enormous progress on all fronts during the course of the last year,
and with the About merger, will now occupy the unique place that we envisioned."
"The merger brings to Primedia one of the most successful operational
teams in the Internet space," said Mr. Rogers. "About has been recognized for
its success in
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building a very efficient model of human guides that is unlike any other
Internet business, and also for its unique ability to drive enormous scale in
its user base while minimizing consumer marketing expenses. By adding the
cross-promotional power of Primedia's 200 million user and reader base, the
ability to accelerate consumer reach will be very significant.
"This merger really boils down to three things. First, scale across the
niches. Second, leverage in monetizing these niches. Third, synergies yielding
cost savings.
"Primedia has a 1,600 person sales force and 60,000 advertisers.
Applying this force to About's niche based sites, driving Primedia magazine
subscriptions on these sites, and combining other such revenues with cost
synergies which result from cutting back About's marketing expenses while
significantly cutting back Primedia's own spending on Internet businesses yields
a high growth formula.
"This transaction supercharges Primedia's on-line growth," said Rogers.
"Over the last several months, Primedia has had the opportunity to combine with
comparably sized traditional media companies. We passed on all of them as all
they added was more of the same at far lower levels of growth. We are convinced
that this transaction saves years of development time and cost, while being
accretive within the first twelve months. It also further deleverages the
company and increases the float which have been two key objectives.
"We have taken a very conservative approach to what the combined
revenues of the two companies will be in 2001. Nonetheless, with the cost and
revenue synergies we see attainable in the first twelve months, we estimate $47
million of incremental EBITDA beyond what each of the companies alone would
achieve with a unique accelerating growth rate going forward, thereby making the
deal accretive to Primedia."
The companies have developed an additional relationship that begins
immediately, including an ads for equity deal valued at $72 million which will
enable promotion of About within Primedia properties to commence.
Primedia and About have also put in place, effective immediately, a
sales agreement under which the Primedia salesforce will take responsibility for
selling advertising on certain About sites going forward. Gross revenues will
accrue to About and Primedia will receive commissions.
The transaction is expected to close during the first quarter of 2001.
The resulting company will be called Primedia and will be listed on The New York
Stock Exchange under the symbol PRM.
Wit Soundview and Merrill Lynch advised Primedia and Donaldson, Lukfin
& Jenrette advised About.
CONFERENCE CALL
INVESTORS ARE INVITED TO JOIN A CONFERENCE CALL ON MONDAY, OCTOBER 30, 2000 AT
10:00 A.M. EASTERN TIME BY CALLING 1-877-282-0743 IN THE U.S., OR 1-703-871-3073
IF OUTSIDE THE U.S., AT LEAST 5 MINUTES PRIOR TO THE START OF THE CALL. A
RECORDED VERSION WILL BE AVAILABLE TWO HOURS AFTER THE CONFERENCE CALL BY
CALLING 1-888-266-2081 IN THE
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U.S., OR 1-703-925-2533, IF OUTSIDE THE U.S. THE PASSWORD FOR THE RECORDED
VERSION IS 9876543. THE RECORDED VERSION WILL BE AVAILABLE UNTIL 7:00 P.M. ON
MONDAY, NOVEMBER 6, 2000.
INVESTORS MAY ALSO LISTEN TO THE CONFERENCE CALL LIVE ON PRIMEDIA'S INTERNET
SITE, www.primedia.com BEGINNING AT 10:00 A.M. EASTERN TIME. A PLAYBACK VERSION
WILL ALSO BE AVAILABLE ON THE SITE.
PRIMEDIA INC., WITH 1999 SALES OF $1.7 BILLION, IS A TARGETED MEDIA COMPANY
WITH PRINT, VIDEO, AND INTERNET BUSINESSES FOCUSED ON CONSUMER AND
BUSINESS-TO-BUSINESS AUDIENCES. THE COMPANY PUBLISHES MORE THAN 220
MAGAZINES, AND OWNS AND OPERATES APPROXIMATELY 300 WEB SITES AND OTHER
INTERNET PROPERTIES.
PRIMEDIA'S STOCK SYMBOL: NYSE: PRM.
THIS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS CONCERNING PRIMEDIA'S
OPERATIONS, ECONOMIC PERFORMANCE AND FINANCIAL CONDITION. THESE STATEMENTS ARE
BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES, WHICH ARE INHERENTLY SUBJECT
TO UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE
COMPANY, AND REFLECT FUTURE BUSINESS DECISIONS, WHICH ARE SUBJECT TO CHANGE.
SOME OF THESE ASSUMPTIONS MAY NOT MATERIALIZE, AND UNANTICIPATED EVENTS WILL
OCCUR WHICH CAN AFFECT THE COMPANY'S RESULTS.
ABOUT
THE HUMAN INTERNET(TM)
ABOUT IS THE INTERNET'S MOST COMPLETE TARGETED ENVIRONMENT FOR MARKETERS. WITH
MORE THAN 700 TOPIC SITES, EACH OVERSEEN BY A PROFESSIONAL GUIDE, THE ABOUT
NETWORK PROVIDES CUSTOMERS WITH AN EXPERIENCE UNLIKE ANY OTHER ON THE
WEB-INCLUDING THE INTERNET'S BEST LINK DIRECTORIES, ORIGINAL CONTENT, COMMUNITY
FEATURES AND COMMERCE OPPORTUNITIES. MEDIA METRIX (SEPTEMBER 2000) RANKS
ABOUT.COM AS THE 7TH LARGEST WEB PROPERTY. MORE INFORMATION ON THE COMPANY CAN
BE FOUND ON ITS WEB SITE AT http://about.com
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES REGARDING ABOUT. INVESTORS ARE CAUTIONED THAT SUCH RESULTS OR
EVENTS PREDICTED IN THESE STATEMENTS MAY DIFFER MATERIALLY FROM ACTUAL FUTURE
EVENTS OR RESULTS. FACTORS THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER
FROM ANTICIPATED EVENTS OR RESULTS INCLUDE THE COMPANY'S LIMITED OPERATING
HISTORY, HISTORY OF LOSSES AND ANTICIPATION OF CONTINUED LOSSES, POTENTIAL
VOLATILITY OF QUARTERLY OPERATING RESULTS, AND OTHER RISKS THAT ARE CONTAINED IN
ABOUT'S REPORTS AND DOCUMENTS FILED FROM TIME TO TIME WITH THE SECURITIES AND
EXCHANGE COMMISSION.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
About will file a proxy statement with the Securities and Exchange
Commission in connection with the Merger, it is expected that Primedia will
file a Registration Statement on Form S-4 with the SEC and that Primedia and
About will mail a Proxy Statement/Consent Solicitation/Prospectus to
stockholders of Primedia and to stockholders of About containing information
about the Merger. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Consent
Solicitation/Prospectus carefully when they are available. The Registration
Statement and the
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Proxy Statement/Consent Solicitation/Prospectus will contain important
information about Primedia, About, the Merger, the persons soliciting proxies
relating to the Merger, their interests in the Merger and related matters.
Investors and security holders will be able to obtain free copies of these
documents, once available, as well as each company's other SEC filings,
through the website maintained by the SEC at HTTP://WWW.SEC.GOV. Free copies
of the Proxy Statement/Consent Solicitation/Prospectus, once available, and
Primedia's other SEC filings may be obtained from Primedia by directing a
request through the Investors Relations portion of Primedia's website at
http://www.primedia.com or by mail to PRIMEDIA Inc., 745 Fifth Avenue, New
York, NY 10151, Attention: Warren Bimblick, Telephone: (212) 745-0615. Free
copies of the Proxy Statement/Consent Solicitation/Prospectus, once
available, and About's other SEC filings may be obtained from About.com, Inc.
by directing a request through the Investors Relations portion of About's
website at HTTP://WWW.INVESTORS.ABOUT.COM or by mail to About.com, Inc. 1440
Broadway, 19th Floor, New York, NY 10018, Attention: Kelly Lofts, Telephone:
(212) 204-1587.
In addition to the Registration Statement and the Proxy
Statement/Consent Solicitation/Prospectus, Primedia and About file annual,
quarterly and special reports, proxy statements and other information with
the SEC. You may read and copy any reports, statements or other information
filed by Primedia or About at the SEC public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Primedia's and About, Inc.'s filings with the SEC are also available to the
public from commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
PARTICIPANTS IN SOLICITATION
About and its respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from
About's stockholders in favor of the adoption of the merger agreement. A
description of any interests that About's directors and executive officers
have in the merger will be available in the Proxy Statement/Consent
Solicitation/Prospectus.
