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As filed with the Securities and Exchange
Commission on June 8, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 425
PRESS RELEASE
PURSUANT TO RULE 425
UNDER THE SECURITIES ACT OF 1933
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EARTHLINK, INC.
(Exact name of issuer as specified in its charter)
Delaware 58-2511887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1430 West Peachtree Street, N.W.
Suite 400
Atlanta, Georgia 30309
(Address of principal executive offices)
Registrant's telephone number including area code: (404) 287-0770
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FOR IMMEDIATE RELEASE Contact: Kirsten Hamling
EARTHLINK
626-296-2467
[email protected]
Dan Greenfield
ONEMAIN.COM
703-375-3016
[email protected]
EARTHLINK TO ACQUIRE ONEMAIN.COM
EARTHLINK ANNOUNCES A STOCK BUY BACK OF 5 MILLION SHARES
TOP 10 ISP ONEMAIN.COM ADDS APPROXIMATELY 762,000 NEW MEMBERS TO EARTHLINK
ATLANTA, JUNE 8, 2000 - EarthLink, Inc. (NASDAQ: ELINK), today strengthened
its position as the nation's second largest Internet Service Provider (ISP) by
announcing a definitive agreement to acquire OneMain.com (NASDAQ: ONEM), one
of the nation's ten leading ISPs. On a combined basis, the two companies have
more than 4.2 million members. The transaction expands EarthLink's national
market coverage into rural communities and smaller cities where OneMain.com
has focused its operations.
"Consistent with EarthLink's mission to become one of the world's
leading ISPs, the acquisition of OneMain.com strategically positions
EarthLink to capture market share in one of the fastest-growing segments in
the ISP marketplace -- rural America and smaller cities," said Garry Betty,
CEO of EarthLink. "We see opportunity to leverage our wide market presence,
outstanding customer service and cost structure to further drive member
growth in rural markets."
"OneMain.com is excited to join forces with the nation's second largest
ISP, as all key areas of our business will complement EarthLink's strategic
initiatives in its narrowband, broadband, Web hosting and e-commerce and
advertising business segments," commented Steve Smith, chairman and CEO of
OneMain. "With EarthLink's substantial resources and national presence, we
believe today's announcement brings together two like-minded organizations
focused on delivering high levels of customer service and will enhance the
online experience of OneMain.com subscribers."
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2 EarthLink Acquires OneMain.com
TERMS OF THE DEAL
Earthlink will purchase OneMain.com for cash and stock valued at
approximately $308 million, or approximately $12.27 per share for each of
OneMain.com's 25.1 million common shares outstanding. The purchase price
consists of approximately $150 million in cash and approximately 8.8 million
shares of EarthLink common stock valued at $158 million at the closing price
of $17.94 on June 7, 2000.
The OneMain.com purchase includes a subscriber base of approximately
730,000 narrowband accounts, 27,000 Web hosting customers, and 5,000
broadband customers. On a combined basis, EarthLink would be the nation's
second largest Web hosting provider, with 148,000 Web hosting accounts as of
March 31, 2000.
The transaction is expected to close in the fourth quarter of 2000. With
this transaction, EarthLink expects to end the year with approximately 5
million members and annualized revenues of approximately $1.3 billion.
EarthLink also announced today authorization from its board of directors
of a plan to repurchase up to five million shares of EarthLink common stock
through open market purchases.
ABOUT ONEMAIN.COM
Based in Reston, Va., OneMain.com is "your hometown Internet." With more
than 762,000 subscribers, OneMain.com is one of the largest independent
Internet service providers in the country. OneMain.com provides Internet
access, services and local content throughout the United States to
individuals and businesses predominantly located in smaller metropolitan
markets and rural communities. OneMain.com believes these customers have
traditionally been under-served by national ISPs and that a great opportunity
exists to meet the growing demand for online services in these markets.
ABOUT EARTHLINK
EarthLink is one of the world's leading Internet service providers, bringing
the magic of the Internet to 3.46 million individuals and businesses
every day. Headquartered in Atlanta, EarthLink provides a full range of
innovative access, hosting and e-commerce solutions to thousands of
communities internationally from more than 5,000 points of presence.
EarthLink is committed to doing an exceptional job of pleasing its customers,
shareholders and the community by following the company's Core Values and
Beliefs. Information about EarthLink and EarthLink Sprint services is
available by calling 800-395-8425 and through EarthLink's Web site at
www.earthlink.net.
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3 EarthLink Acquires OneMain.com
ONEMAIN.COM PROXY INFORMATION
OneMain.com stockholders are urged to read the proxy statement when it
is filed with the Securities and Exchange Commission (SEC) because it will
contain important information pertaining to the acquisition transaction.
OneMain.com stockholders can retrieve the proxy statement (which is filed
with the S-4 Registration Statement), after it is filed with the SEC, for
free at the SEC's web site at WWW.SEC.GOV.
Certain of the statements contained in this release are forward-looking
statements (rather than historical facts) that are subject to risk and
uncertainties that could cause actual results to differ materially from those
described. With respect to such forward-looking statements, the Company seeks
the protections afforded by the Private Securities Litigation Reform Act of
1995. These risks include, without limitation, (1) that the Company will not
retain or grow its member base, (2) that the Company will fail to be
competitive with existing and new competitors, (3) that the Company will not
be able to sustain its current growth, (4) that the Company will not
adequately respond to technological developments impacting the Internet, (5)
that needed financing will not be available to the Company if and as needed,
and (6) that the Company and its market value will be adversely effected by
general conditions in the equity and other financial markets. This list is
intended to identify certain of the principal factors that could cause actual
results to differ materially from those described in the forward-looking
statements included elsewhere herein. These factors are not intended to
represent a complete list of all risks and uncertainties inherent in the
Company's business, and should be read in conjunction with the more detailed
cautionary statements included elsewhere in the Company's most recent filings
with the SEC.
Its' YOUR Internet!
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