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One of the best goes to one of the worst . . .
America Online, Inc. To Acquire InfoInterActive Inc.
DULLES, VA, and HALIFAX, NS, May 18 /CNW/ – America Online, Inc., the world’s leading interactive services company, today announced it has reached a definitive agreement to acquire InfoInterActive Inc. (TSE: IIA, NASDAQ: IIAA), the leading Internet call management services provider, for U.S.
$28.2 million in cash (CDN $43.3 million based on current exchange rates). Under the terms of the acquisition agreement, AOL will acquire all of the outstanding shares of InfoInterActive for U.S. $1.42 (CDN $2.18 based on current exchange rates) for each share of InfoInterActive. The transaction has been unanimously approved by the Board of Directors of InfoInterActive.
InfoInterActive launched the world’s first call waiting service for the
Internet, Internet Call Manager (ICM), in 1997, allowing people to manage incoming phone calls while online. ICM provides customers with real-time notification of incoming calls so Internet users can stay online without missing calls or messages.
Donn Davis, President of America Online’s Interactive Properties Group,
said: “InfoInterActive’s technology allows people to seamlessly manage incoming phone calls while they’re online, making their online experience more convenient. InfoInterActive’s talented team will provide us with deep expertise in Internet call management.”
Bill McMullin, Chairman and CEO of InfoInterActive Inc., said: “I am very pleased to be able to build on the success we’ve achieved so far, extending the utility, functionality and convenience of InfoInterActive’s call management technology as part of America Online. As the leader in instant messaging, AOL fully understands the power of simple, real-time
communications tied to your Internet presence. I look forward to continuing our work to expand and enhance the call management applications and services we currently offer.”
The transaction will be completed by means of a Plan of Arrangement which will require the approval of an aggregate of 66 2/3% of the votes cast by holders of common shares, options and warrants of InfoInterActive at a securityholders’ meeting. Significant shareholders of InfoInterActive plus directors, officers and employees of InfoInterActive, who collectively represent approximately 33% of the fully diluted shares, have agreed to vote their securities in favor of the transaction. InfoInterActive expects to mail a management proxy circular to shareholders within the next two weeks. The transaction is subject to court and customary regulatory approvals and other customary closing conditions and is expected to close in July.
The acquisition agreement contains customary non-solicitation provisions and a termination fee payable by InfoInterActive to AOL of U.S. $1.41 million under certain circumstances. AOL also has the right under the acquisition agreement to match any competing bids that may arise.
Broadview International LLC acted as financial advisor to InfoInterActive and provided a fairness opinion to the Board of Directors of InfoInterActive.
InfoInterActive also entered into an operating agreement with AOL whereby InfoInterActive has agreed to develop certain technology and grant a license for certain intellectual property to AOL.
InfoInterActive’s operations will continue to be based in Halifax, Nova
Scotia, Canada where it will operate as a wholly owned subsidiary of America Online, Inc.
About America Online
America Online, Inc. is a wholly owned subsidiary of AOL Time Warner Inc. (NYSE: AOL). Based in Dulles, Virginia, America Online is the world’s leader in interactive services, Web brands, Internet technologies and e-commerce services.
InfoInterActive invents, develops and deploys innovative communications
products and services that link telephone, wireless and Internet networks. In 1997, the company defined the Internet call waiting industry with the launch of its patented flagship product Internet Call Manager. Today, InfoInterActive products and services are simplifying communications by
bringing familiar, easy-to-use telephone features to Internet-enabled appliances such as the personal computer and Web television. InfoInterActive markets its products and services worldwide through its network of partners, which includes Verizon, Intel, TELUS, ADC, Prodigy and many others. Further information is available at www.infointeractive.com.
This report may contain certain forward-looking statements that relate to future events or future business and financial performance. Such statements can only be predictions and the actual events or results may
differ from those discussed. The companies caution that these statements are subject to important factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements and are more fully discussed in periodic reports filed with Securities and Exchange Commission.
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For further information: Jim Whitney, America Online (703) 265-1746; Elaine Benoit, Communications Manager, InfoInterActive Inc., Tel (902) 832-3614, E-mail media [at] infointeractive [dot] com; For investor inquiries, contact: InfoInterActive Investor Relations, E-mail investor [at] infointeractive [dot] com
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