GAIAM AND REAL GOODS ANNOUNCE MERGER
Real Goods' Mission Continues
Broomfield, CO and Santa Rosa, CA, October 16, 2000. Gaiam,
Inc. (Nasdaq: GAIA), a multi-channel lifestyle company marketing
to customers who value the environment, personal development and
a healthy lifestyle and Real Goods Trading Corporation (Nasdaq:
RGTC), a multi-channel marketer of environmental and renewable
energy products, jointly announced today that they have signed an
agreement to merge, subject to Real Goods shareholder approval.
The Companies will hold a joint conference call today,
October 16, at 9:30 a.m. M.D.T. (11:30 p.m. E.D.T.) The dial-in
number is 888 324-7106 and the password is Gaiam/Real Goods
Conference Call.
The tax free stock for stock exchange, valued at $8.7
million, is expected to close in January. Real Goods
shareholders will receive one share of Gaiam Class A common stock
in exchange for each ten shares of Real Goods owned. In
addition, Real Goods shareholders will receive $1 in gift
certificates for Gaiam products for each Real Goods share owned
up to $100 per person.
Real Goods, a pioneer in the environmental, healthy living
and renewable energy markets since 1978, will compliment Gaiam's
brand. Both companies market to the Lifestyles of Health and
Sustainability (LOHAS) industry. The LOHAS industry is expected
to be a $227 billion market this year in the U.S. alone according
to Natural Business Communications.
Real Goods' revenues for the calendar year 2000 are expected
to be approximately $16 million. Gaiam intends to consolidate a
majority of Real Goods' operations into its established
infrastructure and leverage Gaiam's operational efficiencies and
proprietary products, while maintaining the Real Goods' brand
name and mission. Including the cost of consolidation, the
transaction is expected to be neutral to Gaiam's 2001 earnings
per share and accretive in 2002.
The Real Goods Solar Living Center, a 12-acre solar-powered
environmental and healthy living demonstration site in Hopland,
California with over 150,000 visitors per year, will become an
important public relations vehicle for Gaiam's message.
Jirka Rysavy, Chairman and founder of Gaiam, commented:
"We're excited to welcome Real Goods into Gaiam. Real Goods'
long history of environmental commitment and loyal customer base
will allow Gaiam to bring its selection of lifestyle products and
information to a broader market."
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John Schaeffer, Chairman and founder of Real Goods, added:
"Jirka and I have been talking about ways to work together for
many years. I'm glad our two companies have finally combined
energies, and I think we'll make an incredibly strong team to
further our mutual missions that are now more important than ever
before. With the depth of the Gaiam team, Gaiam's unique
proprietary products, and their operational and marketing
strength, Real Goods will finally be able to achieve the
economies of scale to reach a far wider audience. Together we
will be far stronger than Real Goods could be on its own."
A replay of the conference call will begin 1 hour after the
end of the call and will continue until October 18 at 7:00 p.m.
E.D.T. The replay number is: 888 568-0354.
THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS
RELATING TO MATTERS THAT ARE NOT HISTORICAL FACTS.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS
SUCH AS "EXPECTS," "BELIEVES," "WILL," "SHOULD" OR COMPARABLE
TERMINOLOGY OR BY DISCUSSIONS OF STRATEGY. WHILE THE COMPANY
BELIEVES ITS ASSUMPTIONS AND EXPECTATIONS UNDERLYING
FORWARD-LOOKING STATEMENTS ARE REASONABLE, THERE CAN BE NO
ASSURANCE THAT ACTUAL RESULTS WILL NOT BE MATERIALLY DIFFERENT.
RISKS AND UNCERTAINTIES THAT COULD CAUSE MATERIALLY DIFFERENT
RESULTS INCLUDE, AMONG OTHERS, INTRODUCTION OF THE COMPANY'S NEW
PRODUCTS AND SERVICES, THE SUCCESSFUL COMPLETION AND INTEGRATION
OF ACQUISITIONS, UNCERTAINTIES RELATING TO THE INTERNET, THE
POSSIBILITY OF NEGATIVE ECONOMIC CONDITIONS, AND OTHER RISKS AND
UNCERTAINTIES INCLUDED IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE COMPANY ASSUMES NO DUTY
TO UPDATE ANY FORWARD-LOOKING STATEMENTS.
Contact: John Schaeffer, CEO, Real Goods, 707 521-4444
Lynn Powers, President, Gaiam, 303-222-3230
http: www.realgoods.com
http: www.gaiam.com
