Yahoo! To Acquire Broadcast.Com
Yahoo! To Acquire Broadcast.Com
Yahoo! to Deliver Web's Leading Broadcast Audio and Video Programming and Services
SANTA CLARA, Calif. -- April 1, 1999 --Yahoo! Inc. (NASDAQ: Under the terms of the agreement, Yahoo! will issue 0.7722 of a shareof Yahoo! common stock for each share of broadcast.com commonstock. In addition, all outstanding options of broadcast.com will beconverted into Yahoo! options. The acquisition, which will beaccounted for as a pooling of interests and is subject to certainconditions, including regulatory approval and approval bybroadcast.com shareholders, is expected to be completed in the thirdquarter of 1999. Yahoo! expects to record a one-time charge in thethird quarter of 1999 relating to acquisition expenses. "Broadcast.com's tremendous first-to-market advantage has made it theleading destination on the Web for audio and video broadcasts, and itwill provide significant added value to Yahoo!'s audiences worldwide,"said Tim Koogle, chairman and CEO of Yahoo!. "The acquisition ofbroadcast.com is a natural extension of our strategy to deliver theultimate experience to Web users and a powerful advertising anddistribution platform for both companies' content, advertising andbusiness services providers." The acquisition of broadcast.com further supports Yahoo!'s commitmentto deliver the Web's leading content and services to its users,business partners and advertisers worldwide. The companies plan toprovide Web users with the most comprehensive audio and videoofferings on the Web. In addition, content and business partners willhave a full turnkey audio and video streaming solution. Uponcompletion of the acquisition, Yahoo!'s advertisers and merchants willhave expanded options to promote their businesses through thecompany's Fusion Marketing Online (FMO) integrated marketing programs,including multimedia advertising and business services hostingopportunities. "Broadcast.com has built a scalable digital distribution networkdesigned to deliver streaming audio and video to mass audiences,through any delivery mechanism or access device," said Mark Cuban,chairman and president of broadcast.com. Todd Wagner, CEO ofbroadcast.com, added, "This acquisition expands broadcast.com'smission to be the Web's leading broadcast services company in theworld. Combining our Internet broadcasting expertise with Yahoo!'sposition as one of the Web's leading global branded networks willenable us to extend our multimedia business services to an even largercustomer and audience base." Upon completion of the merger, Yahoo! will exchange approximately28,334,000 shares of Yahoo! common stock for approximately 36,692,000shares of broadcast.com common stock. Additionally, Yahoo! willconvert approximately 7,131,000 broadcast.com stock options intoapproximately 5,507,000 Yahoo! stock options. Yahoo! and broadcast.com will hold a press and industry analystconference call today at 12:00 p.m. ET/9:00 a.m. PT. Members from bothcompanies will be available for comment. Individuals can convenientlylisten to the media and analyst call live via broadcast.com by goingto http://webevents.broadcast.com/yahoo/mediabriefing0499/ on the Web.An archive of the briefing will be available at the same Web addressfollowing the call. About broadcast.com Founded in 1995, broadcast.com is the leading aggregator andbroadcaster of streaming media programming on the Web with the networkinfrastructure to deliver hundreds of live and on-demand audio andvideo programs over the Internet to hundreds of thousands ofusers. The company broadcasts audio and video programming fromtelevision and radio stations and networks such as BBC World Service,A. H. Belo Corporation, CNN Audioselect and Granite Broadcasting;college and professional sports organizations such as Major LeagueBaseball and the National Hockey League; and full-length CDs, filmsand audiobooks. Broadcast.com's Business Services group provides liveand on-demand turnkey Internet broadcasting services to hundreds ofbusinesses and organizations including AT&T, Dell, Forbes, HarvardUniversity, Intel, and Microsoft. Broadcast.com also offers multimediaadvertising opportunities on the Web, including audio and videogateway ads, commercials within broadcast.com programming, and channeland event sponsorships. About Yahoo! Yahoo! Inc. is a global Internet media company that offers a brandednetwork of comprehensive information, communication and shoppingservices to millions of users daily. As the first online navigationalguide to the Web, www.yahoo.com isa leading guide in terms of traffic, advertising, household andbusiness user reach, and is one of the most recognized brandsassociated with the Internet. The company's global Web networkincludes 18 world properties. Yahoo! has offices in Europe, the AsiaPacific, South America and Canada, and is headquartered in SantaClara, Calif. This announcement contains forward-looking statements that involverisks and uncertainties including the ability to successfullyintegrate the two companies, and to realize the synergies and otherperceived advantages resulting from this acquisition, includingYahoo!'s ability to grow its user and advertiser bases and to achieveexpectations for anticipated financial results based on the combinedentity. More information about potential factors that could affectYahoo!'s ability to make this acquisition successful and continue togrow the business are included in Yahoo!'s Annual Report on Form 10-Kfor the year ended Dec. 31, 1998 including, without limitation, underthe captions, "Management's Discussion and Analysis of FinancialCondition and Results of Operations," "Risk Factors," "Competition,"and "Proprietary Rights," which are on file with the Securities andExchange Commission. More information about potential factors thatcould affect broadcast.com's business and financial results are inbroadcast.com's Annual Report on Form 10-K for the year ended Dec. 31,1998, which are on file with the Securities and Exchange Commission.In addition, information about this transaction will be included inthe combined Prospectus and Proxy Statement to be filed with theSecurities and Exchange Commission (http://www.sec.gov). Press Contacts:
Blaise Simpson, NRW PR, (650) 827-7065, blaise@nrwpr.com
Diane Hunt, Yahoo! Inc., (408) 731-3441, diane@yahoo-inc.com
Sherry Manno, broadcast.com, (214) 748-6660, x2156, smanno@broadcast.com
