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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
VIRAGE, INC.
ADOPTS STOCKHOLDERS' RIGHTS PLAN
San Mateo, CA -- November 8, 2000 -- Virage, Inc. (NASDAQ: VRGE), a
leading provider of software products and application services that enable video
for the Internet, announced today that its Board of Directors has adopted a
Preferred Stock Purchase Rights Plan designed to enable all Virage stockholders
to realize the full value of their investment and to provide for fair and equal
treatment for all Virage stockholders in the event that an unsolicited attempt
is made to acquire Virage. The adoption of the Plan is intended as a means to
guard against any potential use of takeover tactics designed to gain control of
Virage without paying all stockholders full and fair value. The distribution of
the Rights is not in response to any proposal to acquire Virage. The Board is
not aware of any such effort.
Under the plan, stockholders will receive one Right to purchase one
one-thousandth of a share of a new series of Preferred Stock for each
outstanding share of Virage Common Stock held of record at the close of business
on December 5, 2000.
The Rights, which will initially trade with the Common Stock, become
exercisable to purchase one one-thousandth of a share of the new Preferred
Stock, at $100.00 per Right, when someone acquires 15 percent or more of
Virage's Common Stock or announces a tender offer which could result in such
person owning 15 percent or more of the Common Stock. Each one one-thousandth of
a share of the new Preferred Stock has terms designed to make it substantially
the economic equivalent of one share of Common Stock. Prior to someone acquiring
15 percent,
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the Rights can be redeemed for $.001 each by action of the Board. Under certain
circumstances, if someone acquires 15 percent or more of the Common Stock, the
Rights permit Virage stockholders other than the acquiror to purchase Virage
Common Stock having a market value of twice the exercise price of the Rights, in
lieu of the Preferred Stock. Alternatively, when the Rights become exercisable,
the Board of Directors may authorize the issuance of one share of Virage Common
Stock in exchange for each Right that is then exercisable. In addition, in the
event of certain business combinations, the Rights permit purchase of the Common
Stock of an acquiror at a 50 percent discount. Rights held by the acquiror will
become null and void in both cases.
The Rights expire on November 7, 2010. The Rights distribution will not
be taxable to stockholders and will be payable to stockholders of record on
December 5, 2000.
ABOUT VIRAGE, INC.
Headquartered in San Mateo, CA, Virage is the leading provider of
solutions that enable video for strategic online applications. The Virage
Internet Video Application Platform transforms video into an effective online
medium that is easy to publish, manage and distribute on the Internet or
corporate intranets. The Virage platform provides content owners with the
complete infrastructure for seamlessly integrating streaming video into
business, entertainment and information applications. From ABC to Yahoo! over
180 customers across a broad range of markets have turned to Virage to help them
improve production efficiencies and create new revenue opportunities with video.
Contact Virage at http://www.virage.com/ or (650) 573-3210.
Virage, Videologger and the Virage logo are registered trademarks, and
SmartEncode are trademarks of Virage, Inc. Other company product and service
names may be trademarks or service marks of others, and are hereby acknowledged.
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