WebMediaBrands Inc. Signs Agreement to Sell Internet.com Assets for $18 Million in Cash
August 10 2009 - 7:30AM
Business Wire
WebMediaBrands Inc. (Nasdaq: WEBM) announced today that it has
entered into a definitive asset purchase agreement to sell its
Internet.com division to QuinStreet, Inc. for an aggregate purchase
price of $18 million in cash.
The Board of Directors of WebMediaBrands unanimously approved
the transaction and resolved to recommend that WebMediaBrands’
stockholders approve the transaction. Completion of the transaction
is subject to approval by WebMediaBrands’ stockholders and other
customary closing conditions. In addition, Alan M. Meckler,
WebMediaBrands’ Chairman and Chief Executive Officer, and certain
other stockholders, who, with Mr. Meckler, collectively hold
approximately 39.5% of WebMediaBrands’ outstanding stock, have
entered into definitive support agreements with QuinStreet, Inc. to
vote a total of 37% of WebMediaBrands’ outstanding stock in favor
of the transaction. The transaction is not subject to a financing
condition. WebMediaBrands expects the transaction to be free of
taxes.
Following the completion of the sale of Internet.com,
WebMediaBrands will continue to operate its online business, which
consists of Mediabistro.com, Graphics.com and related job boards,
online education offerings and tradeshows.
“We believe that this transaction will be beneficial to
WebMediaBrands and its stockholders as it will significantly
improve our balance sheet and at the same time allow us to focus on
growing BtoB communities in the non-tech space,” stated Mr.
Meckler.
Wyrick Robbins Yates & Ponton LLP is serving as legal
advisor to WebMediaBrands.
Important Additional Information Regarding the Asset Purchase
Agreement will be filed with the SEC
This communication is not a solicitation of a proxy from any
security holder of WebMediaBrands. In connection with the asset
purchase agreement, WebMediaBrands will file with the U.S.
Securities and Exchange Commission a preliminary proxy statement
and a definitive proxy statement. THE PROXY STATEMENT WILL BE
SENT TO WEBMEDIABRANDS STOCKHOLDERS, WHO ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION AND THE PARTIES TO THE ASSET PURCHASE
AGREEMENT. WebMediaBrands investors and security holders may
obtain free copies of these documents (when they are available) and
other documents filed with the Securities and Exchange Commission
at its web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the
Securities and Exchange Commission by going to WebMediaBrands’
Investors page on its corporate website at
http://www.webmediabrands.com/corporate/investors.html.
WebMediaBrands and its directors and officers might be deemed to
be participants in the solicitation of proxies from the
stockholders of WebMediaBrands in connection with the asset
purchase agreement and the proposed transaction. Information about
WebMediaBrands and its directors and officers can be found in its
proxy statements on Schedule 14A and annual reports on Form 10-K
filed with the Securities and Exchange Commission, as well as on
WebMediaBrands’ Investors page on its corporate website at
http://www.webmediabrands.com/corporate/investors.html. Additional
information regarding the interests of those persons may be
obtained by reading the proxy statement for the proposed
transaction when it becomes available.
About WebMediaBrands Inc.
WebMediaBrands Inc. (Nasdaq: WEBM, www.webmediabrands.com),
headquartered in Darien, CT, is an Internet media company
concentrating on BtoB communities. WebMediaBrands has two online
communities: Mediabistro.com for media professionals and
Graphics.com for design and creative professionals. Both
communities offer job boards, marketplaces, online education
offerings and events.
“Safe Harbor” Statement under the Private Securities
Litigation Reform Act of 1995: Statements in this press release
that are not historical facts are “forward-looking statements”
under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those described in the
forward-looking statements. The potential risks and
uncertainties address a variety of subjects including, for example,
the competitive environment in which WebMediaBrands competes; the
unpredictability of WebMediaBrands’ future revenues, expenses, cash
flows and stock price; WebMediaBrands’ ability to protect its
intellectual property; the ability of the parties to satisfy the
conditions to the completion of the transactions contemplated by
the asset purchase agreement; the parties’ ability to meet
expectations regarding the timing for completion of the
transactions contemplated by the asset purchase agreement; the
retention of certain key employees at WebMediaBrands; and the
outcome of any legal proceedings that might be instituted against
WebMediaBrands and others following the announcement of the asset
purchase agreement. For a more detailed discussion of such
risks and uncertainties, refer to WebMediaBrands’ reports filed
with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. The forward-looking statements
included herein are made as of the date of this press release, and
WebMediaBrands assumes no obligation to update the forward-looking
statements after the date hereof, except as required by
law.
All current WebMediaBrands press releases can be found online at
www.webmediabrands.com/corporate/press.html.
Webmethods (NASDAQ:WEBM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Webmethods (NASDAQ:WEBM)
Historical Stock Chart
From Sep 2023 to Sep 2024