To: bc_mack who wrote (8039 ) 11/19/1999 2:32:00 PM From: Dorine Essey Read Replies (1) | Respond to of 8307
Wire EGGHEAD SHAREHOLDERS APPROVE MERGER WITH ONSALE, INC. -------------------------------------------------------------------------------- VANCOUVER, Wash.--(BUSINESS WIRE)--Nov. 19, 1999--Egghead.com, Inc. (Nasdaq:EGGS.O), a leading Internet retailer, today announced that its shareholders have approved its merger with Onsale, Inc. (Nasdaq:ONSL.O). The merger will take effect immediately upon satisfaction of certain closing conditions, which is expected to occur later today. The company said that it had met the required supramajority needed for shareholder approval under Washington state law. In Washington, where Egghead.com is incorporated, a vote of two-thirds of outstanding shares was needed to approve the merger. "This merger completes the transformation of Egghead started in 1997 from traditional brick and mortar stores to the Internet. With over $500 MM in annualized revenue based on current trends, the new Egghead.com combined with Onsale will be one of the leading Web-based retailers in the world," Egghead chairman and CEO George Orban said. Egghead chairman and CEO, George Orban, will become chairman of the merged entity called Egghead.com. Onsale chairman and CEO, Jerry Kaplan, will serve as president and CEO. The company will be headquartered in Menlo Park, California, where Onsale is currently located. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are subject to significant risks and uncertainties that may cause results to vary from expectations. Such factors include: the possibility of adverse changes in the markets the companies serve; delay in the expected closing of the merger; unexpected costs in connection with the combination, including diversion of management time; risks relating to integrating Onsale and Egghead.com, risks involved in retaining and motivating key personnel, difficulties in obtaining any of the expected benefits of the combination; potential fluctuations in operating results after a merger due to factors beyond Onsale's or Egghead.com's control; and risks and uncertainties relating to the operations of Egghead.com, as detailed in Egghead.com's most recent report on Form 10-K for the fiscal year ended April 3, 1999, its most recent quarterly report on Form 10-Q for the fiscal quarter ended October 2, 1999, and its Proxy Statement dated September 24, 1999, which have been filed with the SEC. businesswire.com --30--KS/se* CONTACT: Egghead.com Brian K. Fawkes, 650/470-2713 bfawkes@onsale.com KEYWORD: WASHINGTON CALIFORNIA INDUSTRY KEYWORD: MERGERS/ACQ COMPUTERS/ELECTRONICS E-COMMERCE Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page. URL: businesswire.com Copyright 1999, Business Wire