Monday January 11, 2:46 pm Eastern Time
Company Press Release
Ticketmaster
Online-CitySearch Inc. Signs
Definitive Agreement to
Acquire CityAuction Inc.
Ticketmaster Online-CitySearch to Offer Local Person-to-Person
Auctions
PASADENA, Calif.--(BUSINESS WIRE)--Jan. 11, 1999--Ticketmaster Online-CitySearch Inc.
(Nasdaq:TMCS - news) Monday announced that it has signed a definitive agreement to acquire
CityAuction Inc., a person- to-person online auction community.
Ticketmaster Online-CitySearch (www.citysearch.com, www.ticketmaster.com) is a leading
provider of local city guides, local advertising and live event ticketing on the Internet. USA
Networks Inc. (Nasdaq:USAI - news) is the majority stockholder of Ticketmaster
Online-CitySearch.
Through this acquisition, Ticketmaster Online-CitySearch will offer its local users the
opportunity to easily trade a wide variety of items online.
Auctions for items that are valuable or difficult to transport, such as televisions or furniture, can
be geographically targeted to a specific region. Transactions occur directly between registered
buyers and sellers in a simple auction format, and sellers pay a small fee when a sale is
concluded.
''CitySearch is committed to meeting the information and transaction needs of online consumers
within our local communities. The ability for CitySearch users to participate in auctions both
regionally and locally provides a substantial new opportunity for the company,'' said Charles
Conn, chief executive officer of Ticketmaster Online-CitySearch.
''CitySearch chose CityAuction because it has a proven capability to build a vibrant auction
community. By acquiring CityAuction, we are providing a convenient and entertaining way for
Ticketmaster Online- CitySearch users to post or buy a broad range of goods in their local
communities.''
''Historically, person-to-person trading has been primarily local, and for good reason,'' said
Andrew Rebele, founder and CEO, CityAuction.
''CityAuction was designed to join the energy of the online auction community with the local
community, where most trading takes place. In the future, when you want to sell your furniture
or buy a new printer, CityAuction on CitySearch will be the first place you look.''
Barry Diller, chairman and CEO, USA Networks, said: ''I have long believed auctions to be an
effective interactive experience on the Internet. USAi's Internet Shopping Network debuted one
year ago with First Auction and is making excellent progress, with sales more than tripling in the
December period.
''I believe local auctions will be especially effective in matching buyers with sellers, and believe
combining CityAuction with Ticketmaster Online-CitySearch is simply a natural.''
The definitive agreement contemplates that Ticketmaster Online-CitySearch will issue
approximately 800,000 shares of Class B common stock in exchange for all of the outstanding
capital stock (including outstanding stock options) of CityAuction, and certain other
consideration.
The definitive agreement is subject to the satisfaction of certain closing conditions, including the
approval of the transaction by the shareholders of CityAuction and Ticketmaster
Online-CitySearch.
About CityAuction
CityAuction (www.cityauction.com) is a person-to-person online auction site that provides a
time-saving way to buy and sell thousands of items -- such as antiques, collectibles and
computers -- in local and global marketplaces.
CityAuction was founded in 1997 and funded by Charter Ventures, a leading venture-capital firm
based in Palo Alto, Calif. As of Dec. 31, 1998, CityAuction estimated that it had approximately
47,000 registered users and received approximately 100,000 page views per day, with
approximately 115,000 auctions listed since inception.
About Ticketmaster Online-CitySearch
Ticketmaster Online-CitySearch (www.citysearch.com, www.ticketmaster.com) is a leading
provider of local city guides, local advertising and live event ticketing on the Internet.
The CitySearch city guides provide up-to-date information regarding arts and entertainment
events, community activities, recreation, business, shopping, professional services and
news/sports/ weather to consumers in metropolitan areas.
Ticketmaster Online offers consumers up-to-date information on live entertainment events and a
convenient means of purchasing tickets for live events and related merchandise on the World
Wide Web in 42 states and in Canada and the United Kingdom.
Ticketmaster Online-CitySearch has received numerous recent local and national awards.
CitySearch Inc. was named the ''Best Regional/ Local Directory Service'' by the Local Internet
Service Awards (LISA), sponsored by the American Association of Directory Marketing Inc. and
the Kelsey Group in September 1998. Additionally, Style Live on Washingtonpost.com, a
CitySearch city-guide partner, received the LISA award for ''Best City Guide'' at that time.
New York CitySearch received a 1998 Webby Award in the category of ''Travel Websites.'' The
Webby Awards are sponsored by PC World magazine.
Safe-harbor statement under the Private Securities Litigation Reform Act of 1995: This release
may contain forward-looking statements that involve risks and uncertainties. Among the
important factors that could cause actual results to differ materially from those in the
forward-looking statements are: the limited operating history and early development stage of
Ticketmaster Online-CitySearch Inc. (the ''company''); the absence of history of Ticketmaster
Online as an independent company; the company's lack of profitability and anticipation of
continued losses; the company's dependence on its relationship with Ticketmaster Corp.; control
of the company by USA Networks Inc.; the potential for conflicts of interest; possible future
sales of the company's securities by USA Networks Inc.; company integration risks; the
company's dependence on increased ticket sales; the company's future capital needs and the
uncertainty of additional financing; the unpredictability and potential fluctuations in future
revenues and operating results; and other factors detailed in the company's filings with the
Securities and Exchange Commission, including its filing on Form S-1.
Contact:
CitySearch Inc.
Sara Strickland, 626/660-2758
sstrickland@citysearch.com
or
Alexander Communications (for CitySearch)
Kelly Larabee, 602/258-1416
klarabee@alexandercom.com
or
USA Networks Inc.
Jennifer Goebel, 212/314-7373 (media)
Roger Clark, 212/314-7400 (investors)
or
Sydney Communications (for CityAuction)
Veronica Skelton, 415/434-8227
vskelton@sydneycomm.com |
