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FOR: NetCreations, Inc.
APPROVED BY: Robert Mattes
Chief Financial Officer
(212) 625-1370
FOR IMMEDIATE RELEASE
CONTACT: Investor Relations:
Hulus Alpay/Brian Schaffer
Press: Robert Ingram/Emily Brunner
Morgen-Walke Associates
(212) 850-5600
NetCreations, Inc.
Adrienne Press
(212) 625-1370 ext. 223
[email protected]
SEAT Pagine Gialle:
Edoardo Bus
SEAT Pagine Gialle
+39 011 435 3030
Richard Holloway
The Maitland Consultancy
+44 (0) 31 487 199
SEAT PAGINE GIALLE TO ACQUIRE NETCREATIONS, U.S. LEADER IN E-MAIL
MARKETING TO CREATE TRANS-ATLANTIC SECTOR LEADER
Turin, Italy, December 26, 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 U.S. 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.
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SEAT PAGINE GIALLE TO ACQUIRE NETCREATIONS, U.S. LEADER IN PAGE: 2
E-MAIL MARKETING TO CREATE TRANS-ATLANTIC SECTOR LEADER
The acquisition of NetCreations will be accomplished through a merger
of a U.S. 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 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 U.S. 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 toward 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 online and offline
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 Board of
Directors of 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.
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.
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SEAT PAGINE GIALLE TO ACQUIRE NETCREATIONS, U.S. LEADER IN PAGE: 3
E-MAIL MARKETING TO CREATE TRANS-ATLANTIC SECTOR LEADER
The agreement presents us with the opportunity to enter the U.S. market with a
prime asset in the online 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 online 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 euro ($21.5 billion), has built
a virtual marketplace where companies and customers meet and do business. Its
field 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 online 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 online 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) email marketing services,
specializes in e-mail address list
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SEAT PAGINE GIALLE TO ACQUIRE NETCREATIONS, U.S. LEADER IN PAGE: 4
E-MAIL MARKETING TO CREATE TRANS-ATLANTIC SECTOR LEADER
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 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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