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FILED PURSUANT TO RULE 425
Filer: eCredit.com, Inc.
Subject Company: eCredit.com, Inc.
Commission File No.: 333-34722
THIS COMMUNICATION IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULES 165 AND 425 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE VARIOUS FILINGS OF INTERNET
CAPITAL GROUP, INC. THAT HAVE BEEN MADE WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING INTERNET CAPITAL GROUP'S REGISTRATION STATEMENT ON FORM
S-4, WHICH RELATES TO THE EXCHANGE OFFER BEING MADE BY INTERNET CAPITAL GROUP
FOR SHARES OF eCREDIT.COM. INVESTORS AND STOCKHOLDERS MAY OBTAIN A COPY OF THE
REGISTRATION STATEMENT (AND THE PROSPECTUS CONTAINED THEREIN) FROM COMMERCIAL
RETRIEVAL SERVICES AND FOR NO CHARGE AT THE WEB SITE MAINTAINED BY THE
SECURITIES AND EXCHANGE COMMISSION AT http://www.sec.gov.
eCredit.com.com, Inc. logo
Position Statement Concerning Exchange Offer of ICG Holdings, Inc.
eCredit.com, Inc. ("eCredit.com") and certain stockholders of eCredit.com
have entered into an Exchange Offer Agreement dated as of February 24, 2000 with
Internet Capital Group, Inc. ("ICG") and ICG Holdings, Inc., a wholly-owned
subsidiary of ICG ("Holdings"), pursuant to which Holdings has agreed to
exchange shares of ICG Common Stock, which at February 24, 2000 had a value of
approximately $450 million, for 30% of the presently fully-diluted Common Stock
of eCredit.com (the "Offer"). After careful consideration, on February 17,
2000, the eCredit.com board of directors (a) approved the Offer, the Exchange
Offer Agreement and the other transactions contemplated by the Exchange Offer
Agreement, (b) determined that the terms of the Offer were fair to, and in the
best interest of, eCredit.com and its stockholders, and (c) determined to
recommend that you accept the terms of the Offer.
In reaching its decision to approve the Offer and recommend that you accept
its terms and participate in the transactions contemplated thereby, the
eCredit.com board of directors consulted with management of eCredit.com, as well
as its financial and legal advisors, and considered, as of February 17, 2000, a
variety of factors, including the following:
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- The fact that the approximate value of the ICG shares to be exchanged for
eCredit.com shares, as of February 17, 2000, represented a premium of
approximately 191% over the per share price paid in December 1999 for
shares of eCredit.com's most recent series of convertible preferred
stock.
- The belief of the eCredit.com board of directors that eCredit.com will
have an opportunity to access ICG's partner companies as potential
customers for eCredit.com's Global Financing Network.
- The marketplace benefits of eCredit.com being associated with ICG, which
is one of the better known B2B e-commerce companies.
- The terms of the Exchange Offer Agreement, the Offer and the related
agreements, as negotiated.
- The fact that eCredit.com stockholders will continue to retain a
significant ownership interest in eCredit.com after the closing of the
Offer.
- The likelihood that eCredit.com will seek to effect an initial public
offering of its common stock, the completion of which can not be assured,
at an initial public offering price that could be higher or lower than
the price per share offered by ICG in the Offer.
This discussion of the information and factors considered by the board of
directors of eCredit.com is not intended to be exhaustive but includes material
factors considered by the board of directors. In reaching its determination to
approve and recommend the Offer, as of February 17, 2000, the board of directors
of eCredit.com did not assign any relative or specific weights to those factors,
and individual directors may have given differing weights to differing factors.
From February 17, 2000 to May 19, 2000, the sales price of the ICG Common
Stock on the Nasdaq National Market declined from $116.75 to $29.9375 per share.
While the eCredit.com board of directors is required by the terms of the
Exchange Offer Agreement to include in this Position Statement the
recommendation described above, the eCredit.com board of directors is not in a
position, as a result of the recent significant decline in the sales price of
the ICG Common Stock, to make any current recommendation to eCredit.com
stockholders as to whether they should tender any shares to ICG in the Offer.
eCredit.com, Inc.
By its Board of Directors
May 24, 2000
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This communication is filed with the Securities and Exchange Commission pursuant
to Rules 165 and 425 promulgated under the Securities Act of 1933, as amended.
Investors and stockholders are urged to read the various filings of Internet
Capital Group, Inc. that have been made with the Securities and Exchange
Commission, including Internet Capital Group's registration statement on Form
S-4 (file number 333-34722), which relates to the exchange offer being made by
Internet Capital Group for shares of eCredit.com. Investors and stockholders
may obtain a copy of the registration statement (and the prospectus contained
therein) from commercial retrieval services and for no charge at the web site
maintained by the Securities and Exchange Commission at http://www.sec.gov.
Safe Harbor Language
This communication contains forward-looking statements that are subject to risks
and uncertainties. We caution you not to place undue reliance on these
statements. Forward-looking statements include the potential access that we may
obtain with Internet Capital Group partners, the potential marketplace benefits
of the relationship with Internet Capital Group, the possible public offering of
eCredit.com stock, the value of Internet companies, including eCredit.com, and
securities market conditions relating to the value of the Internet Capital
Group, Inc. common stock to be received on the exchange offer. You should note
that many factors could affect our actual financial results as well as those of
Internet Capital Group, Inc., and could cause actual results to differ
materially from those in the forward-looking statements, including the factors
described in Internet Capital Group, Inc.'s Registration Statement on Form S-4
(file number 333-34722) filed with the Securities and Exchange Commission.
