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Filed by NETCREATIONS, 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
FOR: NetCreations, Inc.
APPROVED BY: Robert Mattes
Chief Financial Officer
(212) 625-1370
FOR IMMEDIATE RELEASE
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CONTACT: Investor Relations:
Hulus Alpay/Brian Schaffer
Press: Robert Ingram/Emily Brunner
Morgen-Walke Associates
(212) 850-5600
NetCreations, Inc.
Adrienne Press
Director of Marketing
(212) 625-1370 ext. 223
[email protected]
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NETCREATIONS ANNOUNCES DECEMBER 28TH SHAREHOLDERS' MEETING WILL BE
RESCHEDULED TO PERMIT VOTE ON MERGER AGREEMENT WITH
SEAT PAGINE GIALLE SPA
New York, NY, December 27, 2000 -- NetCreations, Inc. (NASDAQ: NTCR),
the leading provider of 100% Opt-In(R) email marketing services, announced today
that it has postponed its shareholders meeting scheduled to occur on December
28, 2000 in order to prepare, file and distribute proxy solicitation materials
for the approval by its shareholders of the proposed Agreement and Plan of
Merger, dated December 22, 2000, with SEAT Pagine Gialle SpA (Milan: SPG) and
certain of its affiliates. The shareholders meeting was originally set to vote
on the proposed merger agreement with DoubleClick Inc., which was terminated by
DoubleClick on Thursday, December 21, 2000 after NetCreations announced that the
proposal by SEAT Pagine Gialle SpA ("SPG") was a Superior Proposal. The $7.00
per share proposal by SPG represented a premium to both the price per share of
DoubleClick common stock that NetCreations shareholders would have received
under the merger agreement with DoubleClick and the price per share of
NetCreations' common stock, based upon the closing price of NetCreations common
stock on the NASDAQ market on the day preceding the announcement of the SPG
proposal.
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NETCREATIONS ANNOUNCES DECEMBER 28TH SHAREHOLDERS' PAGE: 2
MEETING WILL BE RESCHEDULED TO PERMIT VOTE ON
MERGER AGREEMENT WITH SEAT PAGINE GIALLE SPA
Under the merger agreement entered into with SPG, each outstanding
share of NetCreations common stock would be converted into the right to receive
$7.00 in cash. It is expected that upon consummation of that merger NetCreations
will become a wholly owned subsidiary of SPG. As a condition to entering into
the merger agreement, SPG required NetCreations' two largest shareholders to
furnish proxies to vote shares constituting approximately 65% of NetCreations'
outstanding common stock in favor of the proposal by SPG. Consequently,
NetCreations believes that it is highly likely that the merger agreement with
SPG will be approved by holders of at least the required 66 2/3% of
NetCreations' shares. NetCreations expects to announce a date for the
shareholders meeting to vote on the SPG proposal shortly. It is anticipated that
the merger proposed by SPG will be closed in the first quarter of 2001.
In related news, NetCreations also announced today that it has paid the
sum of $8.6 million to DoubleClick as a portion of the Termination Fee under the
merger agreement with DoubleClick. That merger agreement also provided for the
payment of certain expenses, which DoubleClick has estimated to be in the range
of $850,000 to $900,000, as the balance of the Termination Fee.
About NetCreations
NetCreations, the leader in 100% Opt-In(R) email 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.
Note Concerning Proxy Materials
The senior executive officers and directors of NetCreations, Inc., SEAT Pagine
Gialle SpA, 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, if
any, will be included in a proxy statement or statements and other relevant
documents to be filed with the
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NETCREATIONS ANNOUNCES DECEMBER 28TH SHAREHOLDERS' PAGE: 3
MEETING WILL BE RESCHEDULED TO PERMIT VOTE ON
MERGER AGREEMENT WITH SEAT PAGINE GIALLE SPA
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.
Web site 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.
INVESTORS SHOULD READ THE PROXY STATEMENT OR STATEMENTS WHEN AVAILABLE BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION CONCERNING THE PROPOSED MERGER.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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.
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