CMGI @Ventures Portfolio Company Enters into Definitive Merger Agreement.WALTHAM Waltham (wôl`thăm, –thəm), city (1990 pop. 57,878), Middlesex co., E Mass., a suburb of Boston, on the Charles River; settled c.1634, set off from Watertown 1738, inc. as a city 1884. , Mass. -- CMGI CMGI Commonly Maintained Grounds Infrastructures CMGI College Marketing Group Information (Services) , Inc. (Nasdaq: CMGI) announced today that one of its @Ventures portfolio companies, WebCT, Inc., and Blackboard (1) See Blackboard Learning System. (2) The traditional classroom presentation board that is written on with chalk and erased with a felt pad. Although originally black, "white" boards and colored chalks are also used. Inc. (Nasdaq: BBBB BBBB bilateral bundle branch block. ) have signed a definitive agreement to merge. The transaction will combine two pioneering academic e-Learning (Electronic-LEARNING) An umbrella term for providing computer instruction (courseware) online over the public Internet, private distance learning networks or inhouse via an intranet. See CBT. organizations into a single company with the client base, resources and expertise to uniquely meet the rapidly evolving needs of educators and students around the world. Under the terms of the agreement, Blackboard will acquire WebCT in a cash transaction for $180 million, which values the offer at approximately $154 million, net of WebCT's August 31, 2005 cash balance of $26 million. The ultimate value of the offer will vary depending on WebCT's cash balance at closing. The closing of the transaction is subject to regulatory approval and other customary closing conditions. WebCT and Blackboard have stated that they expect the transaction will close late this year or in early 2006. "We are encouraged by the positive activity in the venture capital and mergers and acquisitions markets," said Joseph C. Lawler, President and 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 CMGI. "Our @Ventures portfolio is well-positioned to benefit from the strength in these markets. CMGI, through @Ventures, continues to be committed to identifying and making early and mid-stage venture capital investments. Now investing from its fifth fund, @Ventures is considering new investments in clean energy technologies, enterprise and security software, and internet technologies and internet-enabled businesses." @Ventures' fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. ownership of WebCT is approximately 13.5%. About CMGI CMGI, Inc. (Nasdaq: CMGI), through its subsidiary, ModusLink, provides technology and products solutions that help businesses market, sell and distribute their products and services. In addition, CMGI's venture capital affiliate, @Ventures, invests in a variety of technology ventures. For additional information, see www.cmgi.com. About @Ventures @Ventures, CMGI's affiliated venture capital group, invests in early-stage and mid-stage technology companies. Formed in 1995, @Ventures has invested in more than 70 Internet, software, and IT companies. For additional information, see www.ventures.com. This release contains 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. , which address a variety of subjects including, for example, the expected future growth and the expected benefits of the described transaction, increase in shareholder value and further development of CMGI. All statements other than statements of historical fact, including without limitation, those with respect to CMGI's goals, plans and strategies set forth herein are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: CMGI's success, including building on its global supply chain management, distribution and fulfillment ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. capabilities, depends on its ability to execute on its business strategy and the continued and increased demand for and market acceptance of its products and services; the possibility that expected benefits of its recent acquisition of Modus MODUS, civil law. Manlier; means; way. MODUS, eccl. law. Where there is by custom a particular manner of tithing allowed, different from the general law of taking tithes in kind, as a pecuniary compensation, or the performance of labor, or when any means are adopted by which the Media, Inc. may not be achieved, due to problems or unexpected costs that may arise in successfully integrating the Modus business or an inability to realize expected synergies or make expected future investments in the combined businesses; CMGI's management may face strain on managerial and operational resources as they try to oversee the expanded operations; CMGI may not be able to expand its operations in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with its business strategy; CMGI's cash balances may not be sufficient to allow CMGI to meet all of its business and investment goals; CMGI may experience difficulties integrating technologies, operations and personnel in accordance with its business strategy; CMGI derives a significant portion of its revenue from a small number of customers and the loss of any of those customers would significantly damage CMGI's financial condition and results of operations; and increased competition and technological changes in the markets in which CMGI competes. For a detailed discussion of cautionary statements that may affect CMGI's future results of operations and financial results, please refer to CMGI's filings with the Securities and Exchange Commission, including CMGI's most recent Quarterly Report on Form 10-Q Form 10-Q See 10-Q. . Forward-looking statements represent management's current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us. |
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