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biz.yahoo.com
Friday February 4, 4:23 pm Eastern Time
Company Press Release
EarthLink and MindSpring Complete $4 Billion Merger, Creating Nation's Largest Independent ISPCompany Takes Leadership Position in Four Key Business Segments
ATLANTA--(BUSINESS WIRE)--Feb. 4, 2000--EarthLink (Nasdaq:ELNK - news) today announced the completion of the merger of ``old' EarthLink and MindSpring to form the new EarthLink.
The merger follows the approval by both former companies' stockholders at their respective stockholder meetings. The new company, EarthLink, will trade on the Nasdaq National Market under the ticker symbol ``ELNK.'
``This merger clearly establishes EarthLink as the nation's largest independent ISP and the leader in customer satisfaction,' stated Garry Betty, CEO of EarthLink. ``With our rapidly growing member base, we continue to attract both new and existing Internet users to our service and have proven that our focus on the customer truly does provide a better Internet experience.'
Business Strategy of the New EarthLink
The merger between EarthLink and MindSpring solidifies the new company's position in four key areas: narrowband, broadband, Web hosting, and advertising and e-commerce. EarthLink is now a leading player in each of these business areas.
Betty added: ``In addition to being a leader in our traditional dial-up ISP business, we have expanded our offerings and diversified our revenues to become a leading player in broadband access and Web hosting services. We have also demonstrated the capability to generate content, e-commerce and advertising revenue. Our increased size and stature resulting from this strategic merger creates a solid foundation from which to rapidly expand.'
The combination of EarthLink and MindSpring and the shared commitment to customer service, reliability and high-quality service creates a new standard by which ISPs should be judged. As the leading independent ISP with millions of members, the company's combined marketing strength, acquisition expertise, solid network infrastructure, nationwide employee base and award-winning customer service and support poises EarthLink for continued growth.
Additionally, the merger will result in greater brand awareness through integrated marketing programs and spending, and operating synergies to accelerate growth.
Structure of the Merger
In the stock-for-stock merger of equals, MindSpring stockholders received one share of the new EarthLink stock for each share of MindSpring stock, and EarthLink stockholders received 1.615 shares of the new EarthLink stock in exchange for each share of old EarthLink stock. The merger will be accounted for as a pooling of interests.
Company headquarters will be in Atlanta, with ancillary corporate and member service centers in Dallas; Harrisburg, Pa.; Pasadena, Sacramento and San Jose, Calif.; Phoenix; and Seattle. The new company will adopt MindSpring's Core Values and Beliefs as the company's guiding principles
New Leadership Roles and Board of Directors
EarthLink has also announced new management roles in conjunction with the merger.
Garry Betty, formerly president and chief executive officer of EarthLink, has been named chief executive officer of the new EarthLink.
Charles Brewer, formerly founder, chairman and chief executive officer of MindSpring, has been named chairman of the new EarthLink.
Mike McQuary, formerly MindSpring's president and chief operating officer, has been named president of the new EarthLink.
In addition, EarthLink has named a new board of directors to serve as advisers for the company. The initial 11 members of the board of directors are:
Charles G. ``Garry' Betty, CEO of EarthLink; Charles M. Brewer, chairman of EarthLink; Sky D. Dayton, founder of EarthLink and co-founder of eCompanies; William S. Esrey, chairman and CEO of Sprint; Linwood A. Lacy Jr.; Campbell B. Lanier III, chairman and CEO of ITC Holding Co.; Len J. Lauer, president of consumer services group at Sprint; Michael S. McQuary, president of EarthLink; William H. Scott III, president of ITC Holding Co.; Reed E. Slatkin, owner of Slatkin & Assoc; and a to-be-named director appointed by Apple Computer.
In summary, Betty commented: ``With our continued focus on the switcher market, Internet newbies and small businesses, EarthLink is identifying and delivering the ISP for the future. As the Internet becomes a more integral part of people's lives and people depend on their Internet Service Provider for a wide variety of necessities, EarthLink will be the service provider filling all our customers' needs with dependability and innovation.'
For more information about the merger, visit www.earthlink.net/merger/faq.html.
About EarthLink
It's your Internet.
EarthLink is the largest independent Internet Service Provider, bringing the magic of the Internet to more than 3.1 million individuals and businesses every day. With headquarters in Atlanta, EarthLink provides a full range of innovative access, hosting and e-commerce solutions to thousands of communities internationally from more than 5,000 points of presence.
EarthLink is committed to doing an exceptional job of pleasing its customers, shareholders and the community by following the company's Core Values and Beliefs. Information about EarthLink and EarthLink Sprint services is available by calling 800/395-8425 and through EarthLink's Web site at www.earthlink.net.
Certain of the statements contained in this release are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described. With respect to such forward-looking statements, the company seeks the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks include, without limitation, (1) that the company will not retain or grow its member base, (2) that the company will fail to be competitive with existing and new competitors, (3) that the company will not be able to sustain its current growth, (4) that the company will not adequately respond to technological developments impacting the Internet, (5) that needed financing will not be available to the company if and as needed, and (6) that the Year 2000 problem will adversely affect the company's operations. This list is intended to identify certain of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements included elsewhere herein. These factors are not intended to represent a complete list of all risks and uncertainties inherent in the company's business, and should be read in conjunction with the more detailed cautionary statements included elsewhere in the company's most recent filings with the Securities and Exchange Commission.
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Contact:
EarthLink, Pasadena, Calif.
Kirsten Hamling, 626/296-2467
kirstenk@corp.earthlink.net |
