Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 5 19K
2: EX-2.01 Agreement and Plan of Reorganization Dated 1/19/99 70 358K
3: EX-2.02 Stock Option Agreement Dated as of 1/19/99 14 55K
4: EX-23.01 Consent of Ernst & Young LLP 1 6K
5: EX-99.01 Press Release of the Company Dated 1/19/99 5 21K
6: EX-99.02 Financial Statements for Excite, Inc. 24 178K
7: EX-99.03 Unaudited Pro Forma Condensed Combined Financials 4 23K
EX-99.01 — Press Release of the Company Dated 1/19/99
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Exhibit 99.01
@Home Network and Excite to Merge
"Excite @Home" Defines Media Network of the Next Century
Combination Will Accelerate and Lower Cost of Broadband Adoption
NEW YORK, NY, January 19, 1999 -- @Home Network and Excite, Inc. today announced
that the companies have signed a definitive merger agreement for an all-stock
transaction valued at approximately $6.7 billion at the time of the
announcement. The combined organizations aim to accelerate broadband deployment
and adoption by combining @Home's broadband technology platform, robust Internet
backbone, and cable distribution agreements representing nearly 60 million homes
worldwide, with Excite's award-winning Web portal and extensive narrowband
reach. Excite and @Home will deliver to consumers the most personalized, open
Internet services at any speed, any time, and on any device they choose.
@Home Network remains committed to full and open access to the entire Web. All
Excite and @Home offerings are built on a commitment to personalized media
services and open access to all the information, community and entertainment of
the Web. Every "Excite @Home" user's rich, personalized experience will include
simple "point and click" access to any and all content and services on the Web.
Under the agreement, @Home Network will issue 1.041902 shares of At Home
Corporation Series A common stock for each share of Excite, Inc. stock. The
purchase transaction, which is expected to close in approximately three months,
has been approved by both companies' Boards of Directors and is subject to
approval by @Home and Excite's stockholders. The acquisition also is subject to
certain customary conditions, including obtaining necessary regulatory
approvals. The agreement also provides @Home Network an option to acquire a
19.9% interest in Excite which becomes exercisable under certain customary
circumstances. With almost no duplication of function, the resulting company
expects to add significantly to its employee base to exploit new opportunities.
At closing, George Bell, CEO of Excite, Inc., will continue in that role as
Excite becomes a subsidiary of @Home, reporting to Tom Jermoluk, chairman and
CEO of @Home Network. In addition, Bell will join the @Home Network Board of
Directors.
A New Communications Company The success and popularity of Web portals
underscores the value of Internet content, communication and community. However,
the biggest barrier to mainstream consumer adoption of the Internet has been the
lack of speed and "always-on" capability. The companies aim to accelerate
broadband adoption by exposing the millions of Excite narrowband users to the
benefits of a media experience enhanced by the broadband platform.
"We are merging with Excite not only for what they have achieved, but what we
become together - the new media network for the 21st century," said Tom
Jermoluk, Chairman and CEO, @Home Network. "The ubiquitous reach of dial-up
access combined with the fast expanding footprint of broadband gives consumers
the ability to seamlessly migrate between services at different speeds and
devices with a consistent interface. Excite and @Home will give consumers access
to the information they want, when they want it, whether they are using a PC,
TV, or any other communications device."
"This merger brings together the leading broadband technology company with a
leader in Internet personalization and media," said George Bell, CEO of Excite,
Inc. "In addition, this combination brings to advertisers the most powerful
interactive marketing solutions available - the ability to target, measure, and
report their advertising in a single, unified venue across narrowband,
broadband, and ultimately all devices."
All Band, All Device, All the Time Through the Excite portal, Excite and @Home
will deliver a consistent personalized interface across narrowband and broadband
services and ultimately multiple display devices. The new company will give
consumers choice over how they access information over various communications
devices such as a pager, PC, or TV, and how they organize and personalize
content. With Excite and @Home, consumers can submit their personal information
and preferences only once and they'll be able reap the benefits of personalized
services across multiple devices and platforms anytime and anywhere.
"On its own and when integrated with the broad range of AT&T communications
services, the @Home and Excite combination will provide the consumer with a
compelling interactive experience full of additional choice and opportunities,"
said C. Michael Armstrong, chairman and CEO of AT&T, which will become a major
stockholder of @Home Network following AT&T's pending acquisition of
Tele-Communications, Inc. (TCI). "This marks a new era of open choice and
capability for consumers. You can count on AT&T WorldNet service, which already
has a business relationship with Excite, to champion this new, 'allband' portal,
while combining it with AT&T's IP and traditional communications services."
Advertising Across All Platforms Through Excite's MatchLogic division, Excite
and @Home will, for the first time, offer advertisers a unified way to target,
measure, and report advertising on all devices on which the Excite and @Home
combination is offered. The new company will combine MatchLogic's unique
marketing skills with the rich media technologies of @Home's recently acquired
Enliven Business Unit (formerly Narrative Communications).
With MatchLogic's direct marketing strengths, Excite and @Home plan to build one
of the largest predictive consumer databases, combining Excite's 20 million
registered users with @Home's service footprint of nearly 60 million homes
worldwide. MatchLogic will continue to build this database and offer its unique
one-to-one marketing services to advertisers on narrowband, broadband and
multiple devices.
About Excite, Inc. (www.excite.com) Excite, Inc. is a global Internet media
company that attracts over 17 million unique consumers monthly to its flagship
portal services, excite.com and webcrawler.com, and specializes in the delivery
of highly targeted marketing solutions through its subsidiary MatchLogic, Inc.
One of the best known brands on the Internet, the Excite brand is now recognized
by more than 50 million Americans. Excite offers services in ten countries and
personalization in four; the company has joint ventures with Itochu for Excite
Japan, Liberty One for Excite Asia-Pacific, Telecom Italia for Excite Italy and
a joint venture with British Telecom for Excite UK. Excite, Inc. (NASDAQ: XCIT),
founded in 1994, is based in Redwood City, California.
@Home Network Based in Redwood City, California, @Home Network (Nasdaq: ATHM)
distributes high-speed, openly accessible Internet and Web services to
residences and businesses using its own network architecture and a variety of
transport options including the cable industry's hybrid-fiber coaxial
infrastructure. The cable connection provides users significant increases in
speed over conventional Internet services. Leveraging the "always on" attributes
of cable, @Home allows for unique multimedia applications that go beyond current
Web experiences. Individuals seeking additional information about availability
and subscription can refer to the @Home Network Web site (www.home.net). Since
its founding in 1995, @Home Network has reached affiliate agreements with
eighteen leading cable companies-worldwide, including Bresnan Communications
Company, Cablevision Systems Corp., CasTel, Century Communications, Charter
Communications, Cogeco Cable Inc., Comcast Corporation, Cox Communications,
Garden State Cable, Insight Communications, InterMedia Partners, Jones
Intercable, Lenfest Communications, Midcontinent Cable Co., Palet Kabelcom,
Rogers Cablesystems Limited, Shaw Communications, and Tele-Communications Inc.
(Early in 1999, TCI's cable operations are expected to merge into AT&T and
thereafter be known as "AT&T Broadband Services"). # # #
The @ logo, @Home, and @Home Network are trademarks of At Home Corporation and
may be registered in certain jurisdictions. All other brands and product names
are trademarks of their respective owners.
Media Contacts:
East Coast East Coast West Coast
Melissa Walia Lynda Lucero Matt Wolfrom
@Home Network Excite, Inc. @Home Network
650/906-8924 650/796-5596 650/569-5193
800/794-0079 (pager) 888/350-6331 (pager)
Investor Contacts:
East Coast West Coast West Coast
Chris Pulnkett/John Buckley Denise Gilbert Ken Goldman
Brainerd Communicators Excite, Inc. SVP/CFO
212/986-6667 650/569-2821 @Home Network
650/569-6060
Editor's Note: NEWS CONFERENCE -- @Home Network and Excite, Inc. will hold a
news conference at 10:00 am ET today at New York Marriott East Side at 49th and
Lexington in New York City. @Home Network Chairman and CEO Tom Jermoluk and
Excite CEO George Bell will co-host the news conference. Reporters who cannot
attend can participate by calling, prior to 10:00 am ET, 1-800-314-7867 for a
live news briefing via phone. Reporters can call in, ask for the @Home
conference call, listen to a summary of the @Home/Excite announcement and
participate in a question and answer session. A replay of the news conference
will be available for 48 hours starting at 2:00 pm EST today at 1-888-203-1112.
The conference ID number is 610146.
Webcast Briefing -- There will be a Webcast available at 10:00 am EST on
Excite.com and Home.net.
SATELLITE COORDINATES - A satellite feed of the news conference is available at
the following coordinates: Ku band satellite TELSTAR 5, transponder 19. Downlink
frequency, 12053 Vertical.
NOTE: Forward looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve significant
risks and uncertainties, including and without limitation: risks related to the
consummation of the merger of @Home and Excite; risks involved in assimilating
Excite; risks involved in retaining and motivating key Excite personnel, who are
not subject to noncompetition agreements; risks to @Home of the increased
negative cash flow and increased operating expenses arising out of, among other
items, the proposed Excite merger; risks inherent in Excite's business; risks
related to the achievement of new revenue to @Home from the Excite operations,
including the extremely limited operating history of Excite on which to base any
revenue projection, the likely fluctuations in operating results of Excite due
to factors beyond Excite's or @Home's control and the acceptance by Excite's
advertising customers of the merger; and Excite continuing to serve its existing
customer base of advertisers and agencies in delivering innovative campaigns
across a wide range of publishing sites, platforms, and connection speeds.
Actual results may differ materially due to a number of factors, including:
@Home's ability to integrate Excite's personnel
into @Home's organization; the extent to which @Home develops or acquires other
technologies or services that are similar to Excite's technologies or services,
and the technological, operational and financial challenges associated with the
deployment of Excite's technologies and services; risks related to Excite's
ongoing success, as detailed in Excite's most recent reports on Forms 10-K and
10-Q (as amended), on file with the Securities and Exchange Commission; and
risks related to @Home's ongoing success, as detailed in @Home's filings with
the Securities and Exchange Commission. In particular, see the risk factors
described in @Home's Form S-3 Registration Statement filed on August 12, 1998
and in its Form 10-Q for the quarter ended September 30, 1998. Neither Excite
nor @Home assume any obligation to update the forward-looking information
contained in this press release.
Dates Referenced Herein and Documents Incorporated by Reference
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