EXHIBIT 99.1
[GlobalNetFinancial.com Logo] [Telescan Logo]
GLOBALNETFINANCIAL.COM TO MERGE WITH TELESCAN, INC.
-COMBINATION WILL BOAST ONE OF THE INTERNET'S MOST
EXTENSIVE GLOBAL FOOTPRINTS IN B2B & B2C MONEY & FINANCE -
SANTA MONICA, CA, LONDON AND HOUSTON, TX -- (August 17, 2000)
GLOBALNETFINANCIAL.COM, INC., (NASDAQ: GLBN, LSE: GLFA) ("GlobalNetFinancial")
and TELESCAN, INC. (NASDAQ: TSCN) ("Telescan") announced today they have signed
a definitive merger agreement (the "Agreement"). The combination will form a
vertically integrated, world class, global B2B and B2C "clicks and mortar" Money
& Finance Internet company and will boast one of the Internet's most extensive
footprints in finance.
The Board of Directors of each company has unanimously approved the transaction.
The merger is subject only to shareholder approval of each company and the
satisfaction of customary closing conditions. The combined company will be named
GlobalNetFinancial.com (herein after referred to as "GlobalNet"). William D.
Savoy, President of Vulcan Ventures, Inc. and a longtime Board member of
Telescan, will become Chairman of the Board of Directors of GlobalNet. Other
senior management of GlobalNet will include: Stanley Hollander as Vice Chairman,
who currently serves as Chairman & CEO of GlobalNetFinancial; Lee Barba as CEO,
who currently serves as CEO of Telescan; and William Thomas Hodgson as COO, who
currently serves as COO of GlobalNetFinancial.
Under the terms of the Agreement, each share of Telescan will be exchanged for
.50 shares of GlobalNet. Based on GlobalNetFinancial's closing stock price on
August 16, 2000, the value of the merger based on the combined market
capitalizations of both companies is valued at approximately $332 million. The
deal is anticipated to be tax-free to holders of both Telescan and
GlobalNetFinancial common stock. Telescan currently owns 2.56 million shares of
GlobalNetFinancial stock, which will be retired to Treasury upon completion of
the merger.
On a pro forma basis, GlobalNet will have a current annual revenue run-rate in
excess of $60 million, with more than $125 million in cash, securities and
investments. Management believes there will be immediate revenue gains and cost
savings resulting from the merger and that GlobalNet will be in a strong
position to absorb additional profitable and/or complementary strategic
acquisitions in both financial content and online transaction execution
businesses. GlobalNet will also maintain a significant portfolio of equity
stakes in more than twenty-five rapidly growing online and offline companies.
The two companies have complementary strengths and serve diverse geographic
markets. Telescan's business model is a U.S.-based B2B model with an emerging
consumer business led by its INVESTools subsidiary, while GlobalNetFinancial's
model is both B2B and B2C and focuses on Europe and Scandinavia. The merger will
allow GlobalNet to more fully leverage GlobalNetFinancial's substantial
early-mover advantage and presence within the European Internet landscape.
GlobalNet will immediately migrate Telescan's expertise and wherewithal in IT,
web development, hosting and providing the most comprehensive set of financial
content, data and proprietary analytics on the Web to GlobalNet's markets in
Europe.
In addition to his new role as Chairman of the Board of Directors of GlobalNet,
William Savoy is President of Vulcan Ventures, Inc., the investment organization
of Paul G. Allen. Mr. Savoy serves on the Advisory Board of DreamWorks SKG and
also serves as a director of Charter Communications, Inc., drugstore.com,
Go2Net, Inc., High Speed Access Corporation, Metricom, Inc., Peregrine Systems,
Inc., Ticketmaster Online-CitySearch, Inc., USA Networks, Inc., Value America
and Telescan, Inc.
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GLOBALNETFINANCIAL/TELESCAN
AUGUST 17, 2000
PAGE 2 OF 4
Commenting on the merger announcement, Mr. Savoy stated, "Telescan was one of
the first investments of Vulcan Ventures and we are excited to see our
investment continue to grow through this merger. GlobalNet's business model is
consistent with Vulcan's original investment premise -- that Internet financial
services companies represent the fastest growing and potentially most rewarding
markets on the Web by providing investors with the content and sophisticated
analytics they need to help them better manage their money. This merger extends
both companies' reach to encompass the global opportunity the Internet enables."
Commenting on the deal, Stanley Hollander stated, "This combination is an ideal
strategic progression and the best option for both companies to create long-term
value for shareholders. We immediately acquire depth in management, a truly
global footprint, operating and financial scale, and an opportunity to expand
our early-mover advantage throughout Europe, especially in B2B. We are pleased
that Bill Savoy will serve as Chairman and Lee Barba as CEO. Their experience,
financial acumen and broad set of relationships in media, technology, broadband
and Internet-related businesses provide a network for us to leverage in building
out our assets."
Lee Barba added "This merger immediately puts Telescan and its IT businesses at
the center of the European Internet expansion. Our ongoing commitment to fulfill
the needs of the individual investor as they migrate to the Web takes a
tremendous step forward. We can uniquely serve investors' needs globally and do
so with the most comprehensive suite of e-commerce transaction capabilities,
delivered through multi-platform Internet access, including wireless and
broadband. Together we have unmatched global reach and market expansion
potential, the largest "footprint" of local language/local content Web media
assets, fully operational and complementary consumer and private label
businesses, and outstanding management depth and expertise."
GlobalNetFinancial is the exclusive Money & Finance news and content provider to
three of Europe's largest ISPs - Freeserve (NASDAQ: FREE / LSE: FRE) in the UK,
World Online across Europe - as well as Scandinavia Online, the largest Internet
portal in Scandinavia. GlobalNetFinancial recently launched its first of six
interactive financial channels on Telewest's broadband digital television
service, Active Digital, and entered into a separate agreement with BT Europe to
deliver financial news and e-finance services via WAP to BT's network of
approximately 16 million mobile phone users. GlobalNetFinancial operates Money &
Finance content sites that provide original, proprietary coverage of world
markets in the United Kingdom, United States, Canada, Italy, Sweden, Danmark,
Norway, Spain, Germany, France and the Netherlands, as well as extensive
analytical tools and e-finance transaction execution platforms. These platforms
provide for online trading in U.S. and U.K. securities, online foreign exchange,
online insurance, pan-European distribution of securities underwritings, and
online distribution of mutual funds, among others.
Telescan provides IT Internet services, including development and hosting of
financial Web sites, for blue chip clients such as CNBC.com, Citibank, America
Online, American Express, and Quick & Reilly, and has two premier Web sites that
provide proprietary analytics and content to individual investors:
WallStreetCity.com and INVESTools.com.
DETAILED NOTES OF INTEREST
o The new entity's global portfolio of local language/local content
Money & Finance Web sites in the U.S., Canada, the U.K., France,
Germany, Spain, Italy, Denmark, the Netherlands, Sweden and Norway
total more than 70 million page views.
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GLOBALNETFINANCIAL/TELESCAN
AUGUST 17, 2000
PAGE 3 OF 4
o The combined B2B reach of the companies will be extended. Telescan's
leadership in providing the most comprehensive set of financial
content, data and proprietary analytics in the U.S. to clients such
as CNBC.com, American Express, AOL, Citibank and Quick & Reilly will
be offered in Europe in conjunction with GlobalNetFinancial's
proprietary e-commerce and execution platforms for online equity
trading, FX trading, insurance services, mutual funds and IPO
participation. GlobalNet anticipates "passporting" these
applications to facilitate their rapid distribution throughout
Europe. Combined IT resources in Houston, San Francisco, London and
Cambridge will provide clients with a single source solution for
global Internet strategy implementation across a wide range of
consulting, development and operational services.
o The new company's aggregated B2C properties, including Telescan's
highly successful INVESTools subsidiary, will address the local
market needs of individual investors throughout Europe and North
America while connecting them directly to the global markets through
the integrated network of GlobalNet sites and transaction platforms.
o GlobalNet will bring together an international global portfolio of
principal investments that provide complementary reach into all
aspects of the Internet. GlobalNet will have equity interests in
more than 25 developing companies including: NewMediaSpark, the UK's
leading Internet incubator, GlobalEuroNet Group, Inc., a financier
of early to late stage new economy companies, MatchBookFX.com,
StockAcademy.com, GlobalNetrader.com, FundsDirect.com, EO.net,
Insurancewide.com, FreeRealTime.com, Inc., TeamVest L.L.C.,
Stockwalk.com Group, Inc., Cyberwolf.com and UK-Wire.com.
o Simultaneous with this announcement, NewMediaSpark, Europe's premier
incubator with over 50 European Internet companies in its portfolio,
has designated GlobalNet as its preferred IT provider to assist its
companies in fulfilling their mission at the lowest cost and with
the most experienced IT professionals in Internet services.
HEADQUARTERS AND OFFICES
The new company will be headquartered in New York City and London, with offices
in Paris, Frankfurt, Madrid, Copenhagen, Amsterdam, Oslo, Milan, Stockholm,
Toronto, San Francisco, Houston, Santa Monica and Boca Raton.
ABOUT GLOBALNETFINANCIAL.COM
GlobalNetFinancial.com is a rapidly expanding international financial portal
providing online financial news, investment tools, and transaction services.
GlobalNetFinancial is leveraging its highly trafficked websites by partnering
globally with leading ISP's and Internet portals, direct access share trading
companies and other brokerage and clearing firms to create an international
network of online transaction businesses dealing in North American and European
stocks, foreign exchange and other financial services such as insurance.
GlobalNetFinancial owns substantial stakes in these transaction businesses. The
Company currently has approximately 20.0 million total common shares
outstanding, which includes both the US common shares and the UK listed Class A
common equivalent shares. GlobalNetFinancial's shares are traded on both the
NASDAQ National Market System and on the Alternative Investment Market of the
London Stock Exchange. GlobalNetFinancial's family of Money & Finance content
websites includes UK-iNvest.com, America-iNvest.com, Canada-iNvest.com,
Deutscher-finanzmarkt.com, Italia-iNvest.com, Neder-iNvest.com,
Danmark-iNvest.com, France-iNvest.com, Norge-iNvest.com, Solbors.com,
Espana-iNvest.com, and UK-Wire.com. GlobalNetFinancial's family of Money &
Finance e-finance transaction websites includes StockAcademy.com,
GlobalNeTrader.com, GlobalNetDirect, MatchBookFX.com, InsuranceWide.com, EO.net,
and FundsDirect.com.
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GLOBALNETFINANCIAL/TELESCAN
AUGUST 17, 2000
PAGE 4 OF 4
GlobalNetFinancial is the exclusive Money & Finance news and content provider to
three of Europe's largest ISPs - Freeserve (NASDAQ: FREE / LSE: FRE) in the UK,
World Online across Europe, and Scandinavia Online, the largest Internet portal
in Scandinavia. GlobalNetFinancial recently entered into a separate agreement
with BT Europe (NYSE: BTY) to deliver financial news and e-finance services via
WAP to BT's network of approximately 20 million mobile phone users. Lastly,
GlobalNetFinancial recently launched the first of six interactive financial
channels on Telewest's broadband digital television service, Active Digital.
ABOUT TELESCAN
Houston-based Telescan (http://www.telescan.com) is an industry leader in
providing Internet services to the financial and publishing industries and
proprietary analytics and content to individual investors. Telescan's Consumer
Division, based in Menlo Park, California, manages a collection of Web sites,
including INVESTools.com and WallStreetCity.com, with the common goal of
simplifying and enriching the investing consumer's financial life. The group
manages more than 1.2 million actual users and more than 50,000 paying
subscribers. Revenue is generated through both advertising and subscription
sales. Telescan also provides Internet services via private-label and co-branded
versions of its proprietary Internet technology to many of the nation's leading
financial services and media companies, including America Online, American
Express, Fidelity Investments, Forbes, GlobalNetFinancial, NBC, Quick & Reilly
and Time Inc. New Media (Fortune).
CONFERENCE CALL
GlobalNetFinancial.com and Telescan will hold a joint management conference call
today, August 17, 2000 to discuss this transaction at 10:00 am EDT. To access
the call, dial 1-800-606-8940 in the US and 1-952-556-2833 outside the US. The
conference call will also be carried live on the Internet at www.Vcall.com. A
replay of the call will be available for 30 days on vCall.com or by calling
1-800-615-3210 in the U.S. and 1-703-326-3020 outside the U.S. The pass code is
4524824.
CONTACTS FOR GLOBALNETFINANCIAL.COM
COMPANY CONTACT (US) - Michael Jacobs, CFO (800) 371-4921;
[email protected]
INVESTMENT COMMUNITY (US) - Robert B. Prag, President,
The Del Mar Consulting Group, Inc.
(858) 794-9500; [email protected]
MEDIA CONTACT (US) - Josh Epstein, Clifford Communications,
(212) 358-0800 x28; [email protected]
COMPANY CONTACT (UK) - W. Thomas Hodgson, COO (+44) 171 851 8100;
[email protected]
MEDIA CONTACT (UK) - Julian Polhill, Polhill Communications,
(+44) 207-369-9333; [email protected]
CONTACTS FOR TELESCAN, INC.
Lee Barba, CEO, 281-588-9135
Roanne Kulakoff, Kekst & Company, 212-521-4800
Jeffrey Taufield, Kekst & Company, 212-521-4800
This release contains forward-looking statements, which are made pursuant to the
safe-harbor provisions of the private securities litigation reform act of 1995.
Expressions of future goals and similar expressions reflecting something other
than historical fact are intended to identify forward-looking statements, but
are not the exclusive means of identifying such statements. These
forward-looking statements involve a number of risks and uncertainties, some of
which are out of the control of the Company. Accordingly, the Company's actual
results could differ materially from those discussed in this release. A wide
variety of factors could cause or contribute to such differences and could
adversely impact revenues, profitability, cash flows and capital needs. A more
complete listing of cautionary statements and risk factors is contained in the
Company's reports filed with the Securities and Exchange Commission. The Company
undertakes no obligations to revise or update any forward-looking statements in
order to reflect events or circumstances that may arise after the date of this
release.
