Tuesday November 9, 5:00 am Eastern Time
Company Press Release
SOURCE: Digital River, Inc.
Digital River Expects Transaction with Tech Squared to
Close in December
S-4 to be Filed in Connection with the Transaction; Tech Squared Shareholder Vote Expected
on December 10
MINNEAPOLIS, Nov. 9 /PRNewswire/ -- Digital River, Inc. (Nasdaq: DRIV - news) announced that the asset purchase
agreement with Tech Squared (OTC Bulletin Board: TSQD - news) which was announced on July 11, is expected to close in
mid-December. In the transaction, Digital River will receive 3,000,000 shares of its own common stock owned by Tech Squared
and $1.2 million in cash, and in exchange will issue 2,650,000 shares of Digital River common stock to Tech Squared. The
transaction will reduce the number of Digital River shares outstanding by 350,000. All of the operations of Tech Squared,
including its catalog and distribution businesses, are required to be sold or liquidated prior to the transaction closing.
As the next step, Digital River will file a Form S-4 registration statement with the Securities and Exchange Commission today in
connection with the transaction. Following effectiveness of the registration statement, which is expected shortly, Tech Squared
is expected to mail proxy materials to its shareholders to solicit shareholder approval of the voluntary dissolution of Tech
Squared at a shareholder meeting expected to be held on or about Dec. 10, 1999. The transaction is expected to close shortly
thereafter.
''We are pleased that this transaction, which benefits both parties involved, is on track to close in mid-December,'' said Perry
Steiner, president of Digital River. ''Digital River is buying back 3,000,000 shares of stock and receiving $1.2 million in cash in
exchange for the issuance of 2,650,000 shares of stock. Our shareholders will all share in the benefits of reducing our shares
outstanding by 350,000 shares through this transaction. The Tech Squared shareholders will also benefit by becoming direct
shareholders of Digital River, thereby eliminating the inefficiencies associated with the indirect ownership structure.''
About Digital River
Digital River, Inc., based in Minneapolis, is the largest online source of software and a leading outsource provider of Web-based
commerce solutions. The company provides more than 5,000 software publishers and online retailers with its proprietary
technology for Internet delivery of more than 100,000 digital products, including 30,000 software products and applications. For
more information, visit Digital River's Web site at digitalriver.com.
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