24/7 Media and Real Media Announce Merger; Combined Company Has the Largest Online Ad Network and the Largest Locally Installed Customer Base for Ad Serving Technology.Business/High Tech Editors NEW YORK--(BUSINESS WIRE)--Oct. 30, 2001 24/7 Media, Inc. (Nasdaq:TFSM), a leader in interactive marketing, and Real Media, Inc., the global provider of marketing solutions to the digital advertising industry, today announced a definitive merger. The new company is named 24/7 Real Media. 24/7 Real Media, which will be headquartered in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , offers a comprehensive suite of proven interactive marketing solutions for advertisers and publishers. The Company's suite of best-of-breed online solutions include: -- Largest online ad network -- Largest locally installed ad serving customer base -- Second largest and fastest growing hosted ad serving customer base -- Most extensive permission-based email database with more than 35 million email addresses -- Leading search engine placement enhancement service -- Innovative online promotions business "This merger has both broadened and deepened our suite of products and service offerings. It makes us the strongest choice for advertisers and publishers in the online marketplace," said David J David J. Haskins (b. April 24, 1957, in Northampton, England) is a British alternative rock musician. He was the bassist for the seminal gothic rock band Bauhaus. Life and work . Moore, Chief Executive Officer of 24/7 Real Media. "Our industry leading solutions, combined with our strong customer base, experienced management team, and a reduced operating cost structure, competitively position us as a formidable long-term player in interactive media." "This merger leverages the value of our tools and services and is a testament to the character and commitment of our people," said Walter Annasohn, outgoing CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Real Media. "The new company becomes a very strong player by retaining the best from both organizations." The merged company provides integrated solutions to enable Web publishers and online marketers that generate revenue by maximizing the power of their media assets. Clients of 24/7 Real Media include: American Express American Express (NYSE: AXP), sometimes known as "AmEx" or "Amex", is a diversified global financial services company, headquartered in New York City. The company is best known for its credit card, charge card and traveler's cheque businesses. , AT&T, BellSouth, Bloomberg, Brann Media, CBS (Cell Broadcast Service) See cell broadcast. Marketwatch, Citibank, Dell, Earthlink, Ebay, The Economist, Forbes, Ford Motor, General Motors, IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) , Internet.com, The New York Times Digital, Sabre, Seagram, Seattle Seahawks The growth potential for the new company derives from its greatly enhanced cross-selling opportunities and its competitive displacement capabilities. Leveraging the operational synergies and economies of scale of the combined organizations will facilitate the Company's drive to profitability. The combined Company expects to achieve more than $10 million in annual operational savings. A transition team has been established to manage the integration process to ensure these synergies are realized, as well as make recommendations for renaming the company. The Executive Management Team The executive management team for 24/7 Real Media will include the following: -- Chief Executive Officer: David Moore David Moore is a common English name and may refer to:
-- Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. : Tony Plesner -- Chief Financial Officer: Norman Blashka -- General Counsel: Mark Moran
Mark Moran, a lifetime New Jersey resident is co-creator of the Weird NJ magazine and website. -- Chief Executive Officer, Europe: Christopher Wagner Deal Structure Under the terms of the definitive merger agreement, stockholders of Real Media will be issued approximately 8.3 million shares of 24/7 Media stock. PubliGroupe, the oldest and largest media services company in the world, had been majority owner of Real Media and will now own 15 percent of the new Company. Also, PubliGroupe will provide the new Company with additional financing. About Real Media Real Media is a PubliGroupe Company -- the largest and oldest media services organization in the world. Real Media provides marketing solutions to the digital advertising industry through state of the art technology, maximizing brand value by protecting audience information. For more information please visit www.realmedia.com. About 24/7 Media, Inc. 24/7 Media, Inc. is a leading provider of end-to-end interactive technology and marketing solutions and services for Web publishers, online advertisers, advertising agencies, e-marketers and e-commerce merchants. 24/7 Media's solutions include advertising and direct marketing sales, ad serving, promotions, email list management, email list brokerage, data analysis, loyalty marketing, wireless and convergence solutions, all delivered from the Company's industry-leading data and technology platforms. 24/7 Media is based in New York. For more information, please visit: www.247media.com. Caution concerning forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. : This news release includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on management's current expectations and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to changes in economic, business, competitive and/or regulatory factors. More detailed information about those factors is set forth in the most recent quarterly report and other filings with the Securities and Exchange Commission made by the companies named herein. In addition, the following factors, among others, could cause actual results to differ materially from those described herein: the risk that the 24/7 Media and the Real Media businesses will not be integrated successfully, the potential for impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. of relationships with employees or customers, the costs related to the merger, the inability of the companies to realize synergies or other anticipated benefits of the merger, and other economic, business, competitive and/or regulatory factors affecting the businesses of 24/7 Media and Real Media. None of the companies named herein are under any obligation to (and expressly disclaim dis·claim v. dis·claimed, dis·claim·ing, dis·claims v.tr. 1. To deny or renounce any claim to or connection with; disown. 2. To deny the validity of; repudiate. 3. any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. |
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