SEAT PAGINE GIALLE S.P.A. - 425 - N/A Date Filed: 12/26/2000
Document is copied.
Filed by: SEAT Pagine Gialle S.p.A.
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: NetCreations, Inc.
Commission File No.: 000-27923
[SEAT PAGINE GIALLE S.P.A. LOGO] [NETCREATIONS, INC. LOGO]
SEAT Pagine Gialle S.p.A. NetCreations, Inc.
Via Aurelio Saffi 18 379 West Broadway
10138 Torino Suite 202
Italy New York, NY 10012
Press & Investor Contact: Press & Investor Contact:
Edoardo Bus Adrienne Press
[email protected]
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Phone: +39 011 435 3030 Phone: (212) 725-1370 ext. 223
FOR IMMEDIATE RELEASE
SEAT PAGINE GIALLE TO ACQUIRE NETCREATIONS, US LEADER
IN E-MAIL MARKETING
TO CREATE TRANS-ATLANTIC SECTOR LEADER
[Turin, Italy] - [26 December 2000] - SEAT Pagine Gialle SpA (Milan: SPG),
Italy's leading new economy company and largest Internet Service Provider, has
signed a definitive merger agreement to acquire NetCreations, Inc. (NASDAQ:
NTCR US), the US leader in 100% Opt-In(R) e-mail marketing services.
Under the terms of the merger agreement, each share of NetCreations'
outstanding common stock will be converted into the right to receive $7.00 in
cash, valuing NetCreations' outstanding equity at approximately $111 million.
At the end of September 2000, NetCreations had a cash position of
approximately $30 million. NetCreations' Board of Directors has unanimously
recommended that NetCreations' shareholders approve the merger.
The acquisition of NetCreations will be accomplished through a merger of a US
acquisition vehicle into NetCreations, with NetCreations' current stockholders
receiving $7.00 in cash per share from the U.S. acquisition vehicle. Ultimately,
NetCreations will become a wholly owned subsidiary of SEAT Pagine Gialle.
NetCreations specializes in e-mail data collection, database management and
e-mail marketing services. Its rapidly developing database contains over 22
million double Opt-In(R) e-mail addresses - addresses of consumers who have
identified and confirmed areas of special interest to them - a database that
is growing by approximately 80,000 names a day. NetCreations has partnerships
with over 380 Web sites and provides direct e-mail marketing services to over
2,000 clients. In 1999, NetCreations had revenues of $21 million and reported
a net profit of $4.5 million. For the nine months ended September 30, 2000,
NetCreations reported revenues of $45 million and a net profit of $4.5
million.
The acquisition is consistent with SEAT Pagine Gialle's international strategy
to build a leading provider of specialist content for the business customer.
It follows SEAT Pagine Gialle's offer to acquire a controlling participation
in France's Consodata, Europe's leading provider of business-to-consumer
marketing information, including e-mail marketing services.
Like NetCreations, Consodata specializes in the creation and management of
e-mail marketing databases and the provision of related value-added services.
NetCreations' strong US presence complements Consodata's strength in the
European market and its excellent relationships with many leading
multi-national producers of consumer products. The acquisition of NetCreations
marks a significant step towards SEAT Pagine Gialle's objective to build a
world-scale expertise in the high growth segment of business-to-consumer
marketing information.
The combination of NetCreations with Consodata will create - within the SEAT
Pagine Gialle Group - a complete blend of on-line and off-line competencies in
marketing information on both sides of the Atlantic. The combination presents
a unique opportunity to bring together the technology, products and experience
of these companies to an extended client base.
The closing of the transaction, which has been approved by the Boards of
Directors of both NetCreations and SEAT Pagine Gialle, is subject to certain
conditions, including NetCreations' shareholder approval and certain
regulatory approvals. The transaction is expected to close in the first
quarter of 2001.
<PAGE>
Lorenzo Pellicioli, SEAT Pagine Gialle's Chief Executive Officer commented:
"The NetCreations team and its business model fit perfectly with our desire to
grow our information marketing capabilities. This agreement presents us with
the opportunity to enter the U.S. market with a prime asset in the on-line
consumer information marketing arena, and is consistent with our commitment to
build a world-wide leading presence in this business segment. We are delighted
Rosalind Resnick will continue to manage NetCreations, and we look forward to
her contribution to the further development of our on-line information
marketing businesses."
Rosalind Resnick, NetCreations' Chairman and Chief Executive Officer, added:
"This agreement represents a great opportunity to expand NetCreations'
business. We will benefit from SEAT Pagine Gialle's strong presence and
expertise in Europe. When combined with Consodata's offerings we will have an
opportunity to develop a global offering for our partners and clients. SEAT
Pagine Gialle is a major group committed to growing our business and the
vision to create a world-wide leader in our sector."
SEAT Pagine Gialle is being advised in this transaction by J.P. Morgan,
Rothschild and Cravath, Swaine and Moore. NetCreations is being advised by
Robertson Stephens, Inc., Friedman Billings Ramsey & Co. Inc., and Piper
Marbury Rudnick & Wolfe LLP.
About SEAT Pagine Gialle
SEAT Pagine Gialle, which had sales of 981 million euro ($895 million) in 1999
and has a market capitalization of 23.5 billion euros ($21.5 billion), has
built a virtual marketplace where companies and customers meet and do
business. Its fields of activity range from paper and multimedia publishing to
printing, advertising and information. It is a success story based on a
powerful brand, a sales network employing 2,000 people, with 1,200 shops and
on-line opportunities, with state-of-the-art technology in constant evolution
and a database that includes households and professional operators in a number
of European countries. SEAT Pagine Gialle is the European leader in telephone
directory publishing, is the sixth largest telephone directory publisher in
the world, and is the Italian leader in on-line and directory advertising and
in-office solutions provisions. Through Tin.it, SEAT Pagine Gialle is Italy's
leading ISP and with Virgilio is the leading portal and search engine. Recent
acquisitions include Telegate, TDL Infomedia, Euredit and a 40.7% stake in
Mondus.
About NetCreations
NetCreations, the leader in 100% Opt-In(R) e-mail marketing services,
specializes in e-mail address list management, brokerage, and delivery.
Through its PostMasterDirect.com service, NetCreations has conducted marketing
campaigns on behalf of over 2,000 direct marketing clients to targeted
consumers in its database of over 22 million 100% Opt-In(R) e-mail addresses.
These addresses belong to Internet users who have requested promotional
information related to specific topics of interest (opt-in) and confirmed
their request (double opt-in). NetCreations manages opt-in e-mail lists for
more than 380 third-party Web sites including internet.com, About.com,
LuckySurf.com, CNET and FortuneCity.com. NetCreations protects the privacy of
consumers on the Internet by not disclosing e-mail addresses or any other
personally identifiable information to direct marketers.
FOR FURTHER INFORMATION:
SEAT Pagine Gialle:
Edoardo Bus
SEAT Pagine Gialle +39 011 435 3030
<PAGE>
Richard Holloway
The Maitland Consultancy +44 (0) 831 487 199
Joseph McDonnell
Broadgate Consultants Inc. +1 212 232 2328
NetCreations Inc: +1 212 625 1370
Robert Mattes
Chief Financial Officer
212-625-1370
Adrienne Press 212 625 1370 ext. 223
Director of Marketing
[email protected]
Investor Relations 212-850-5600
Cheryl Schneider/Brian Schaffer
Morgen-Walke Associates
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Information Concerning Participants
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The senior executive officers and directors of SEAT Pagine Gialle,
NetCreations and their respective affiliates may be deemed to be participants
in the solicitation of stockholders of NetCreations in connection with the
proposed merger. Additional information concerning the interests of such
participants in the proposed merger, if any, will be included in a proxy
statement or statements and other relevant documents to be filed with the U.S.
Securities and Exchange Commission (the "S.E.C.") by NetCreations. A
definitive proxy statement will be sent to NetCreations'stockholders seeking
their approval of the proposed merger.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT OR STATEMENTS WHEN AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED BY NETCREATIONS WITH THE S.E.C. BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE PROPOSED MERGER.
Investors will be able to obtain free copies of these documents at the
S.E.C.'s website at www.sec.gov. In addition, these documents, once filed with
the S.E.C., will be available free of charge by contacting NetCreations at 379
West Broadway, Suite 202, New York, New York 10012, Attention: Brian Burlant,
Vice President and General Counsel, Tel. (212) 625-1370
<PAGE>
INVESTORS SHOULD READ THE PROXY STATEMENT OR STATEMENTS CAREFULLY WHEN
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION CONCERNING THE
PROPOSED MERGER.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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Certain information contained herein should be considered "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Such information is subject to a number of risks and
uncertainties. The preparation of forward-looking statements requires the use
of estimates of future revenues, expenses, activity levels and economic and
market conditions, many of which are outside the control of NetCreations and
SEAT Pagine Gialle. Specific factors that could cause actual results to differ
materially from those set forth in the forward-looking statements include, but
are not limited to: inability to obtain governmental approvals for the merger;
inability to further identify, develop and achieve commercial success for new
products, services and technologies; increased competition and its effects on
pricing, growth strategies, spending, third-party relationships and revenues;
ability to enter into new list management and marketing contracts; inability
to maintain existing relationships with product, content, advertising,
marketing and technology providers; and risks of new and changing regulation
in the U.S. and internationally. Other factors and assumptions not identified
above are also involved in the preparation of forward-looking statements, and
the failure of such other factors and assumptions to be realized may also
cause actual results to differ materially from those discussed. NetCreations
and SEAT Pagine Gialle assume no obligation to update such estimates to
reflect actual results, changes in assumptions or changes in other factors
affecting such estimates.
