iVillage Inc. to Buy Lamaze Publishing Company; Acquisition Expands Online Leaders' Multimedia Capabilities, Reach and Sponsorship Opportunities.NEW YORK--(BUSINESS WIRE)--July 13, 1999-- iVillage Inc (Nasdaq: IVIL), a leading online women's network, today announced that it signed a definitive agreement to acquire Lamaze La·maze , Ferdinand 1891-1957. French obstetrician who in the 1950s developed a method of childbirth preparation using behavioral training to reduce pain and anxiety in labor. Publishing Company, a privately held, leading multi-media organization providing educational information to the expectant EXPECTANT. Having relation to, or depending upon something; this word is frequently used in connexion with fee, as fee expectant. and new mother parenting sector. Lamaze Publishing is also the exclusive marketing agent of Lamaze International, a not-for-profit Not-for-profit An organization established for charitable, humanitarian, or educational purposes that is exempt from some taxes and in which no one in profits or losses. organization, headquartered in Washington, D.C. Lamaze Publishing holds an exclusive license to the Lamaze mark for consumer publications, including print, audio and other visual properties. This acquisition is consistent with iVillage's long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. strategy of supporting women in the most important areas of their lives: parenting, health, money and work, which creates a high level of involvement with and loyalty to the iVillage experience. This transaction brings together two trusted leaders in reaching pregnant women and new mothers, a segment of the market that has a strong need and desire for highly personalized per·son·al·ize tr.v. per·son·al·ized, per·son·al·iz·ing, per·son·al·iz·es 1. To take (a general remark or characterization) in a personal manner. 2. To attribute human or personal qualities to; personify. and interactive information, services and products. iVillage is the online leader through its Parent Soup and ParentsPlace sites as well as its e-commerce e-commerce, commerce conducted over the Internet, most often via the World Wide Web. E-commerce can apply to purchases made through the Web or to business-to-business activities such as inventory transfers. services, iBaby and iMaternity, while Lamaze is the dominant name in the overall new parenting sector. The acquisition, which will be accounted for as a purchase, has an indicated purchase price of $86.7 million, comprised of approximately 1,750,000 shares of iVillage Common Stock based upon the average closing price for iVillage Common Stock on the Nasdaq Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. for the 20 consecutive trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. ended July 9, 1999, and approximately $5 million in cash and repayment of indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. . iVillage expects to complete the acquisition by the end of August 1999. The closing of the transaction is subject to certain customary closing conditions. Lamaze Publishing, through an array of multi-media outlets including magazines, videos, direct mail, satellite channels in hospitals and sampling programs, currently is estimated to reach more than 75% of all women giving birth in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and 90% of all first time parents. The addition of Lamaze Publishing to the iVillage.com network will further extend the iVillage and iBaby brands offline, add a key online component to further extend Lamaze Publishing and in turn, will serve to drive traffic to iVillage.com. This relationship presents attractive opportunities for sponsors to have access, across multiple platforms Refers to two or more operating environments, which typically include the CPU family and operating system. For example, if versions of a program run on Windows and the Macintosh, the software is said to support multiple platforms. , to the majority of U.S. parents and prospective parents through one single source. The iVillage commerce businesses will be enhanced with the addition of Lamaze licensed products, including certain books, videos and music, which will be offered through iBaby with certain input and approval from Lamaze International. "Creating a meaningful relationship with women at a key time of need, such as when they become new mothers, is the way to build loyalty and retention," said Candice Carpenter, Co-Chairperson and Chief Executive Officer of iVillage. "We believe no other company has greater ability to reach the growing new parents market through as many mediums as the iVillage and Lamaze Publishing combination. The trust and integrity associated with the Lamaze brand is consistent with the highest standards we impose throughout our network. This is another example of our ability to build our community through our acquisition of high quality content and unique commerce opportunities." "Lamaze Publishing generated revenues of $11.0 million and positive EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become in 1998, excluding the impact associated with the launch of a new magazine in 1998," said Craig Monaghan Craig T. Monaghan (born 1957) was the chief financial officer of Sears Holdings Corporation from September 2006 to January 2007. He was previously the CFO of AutoNation (since 2000), and prior to that, the CFO of iVillage. , Chief Financial Officer of iVillage. "We are buying a rapidly growing business with synergistic synergistic /syn·er·gis·tic/ (sin?er-jis´tik) 1. acting together. 2. enhancing the effect of another force or agent. syn·er·gis·tic adj. 1. opportunities for iVillage which we expect to have a positive impact on our business." Lamaze International President Mary Jo Podgurski stated, "The relationship between iVillage and Lamaze Publishing Company offers a prime opportunity for Lamaze International to extend its mission to reach the millions of women and parents who access information on the Internet." "The National Center for Health Statistics National Center for Health Statistics (NCHS) is part of the Centers for Disease Control and Prevention (CDC), which is part of the United States Department of Health and Human Services. NCHS is the United States' principal health statistics agency. projects an estimated 3.9 million births in 2000 and over three quarters of families in the U.S. are reached by Lamaze Publishing with information about child birth and parenting," said Bruce Failing, Chief Executive Officer of Lamaze Publishing Corporation. "Together Lamaze Publishing and iVillage are well positioned to further extend their impressive leads in the childbirth childbirth: see birth. Childbirth Childlessness (See BARRENNESS.) Artemis (Rom. Diana) goddess of childbirth. [Gk. Myth. education and parenting sector." Parenting has also shown to have an effect on Internet usage. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Ziff-Davis' InfoBeads, almost 40 percent of the households with children have Internet access See how to access the Internet. as compared with 26.8 percent of the households without children. Through print, in-hospital satellite cable, television, video and sampling programs, Lamaze Publishing Company currently is estimated to reach parents and families of the over 3.5 million babies born each year in the U.S. Brown Brothers Harriman served as financial advisor to Lamaze Publishing Company on the transaction. About iVillage.com: The Women's Network iVillage.com: The Women's Network (http://www.ivillage.com and AOL (A division of Time Warner, Inc., New York, NY, www.aol.com) The world's largest online information service with access to the Internet, e-mail, chat rooms and a variety of databases and services. keyword: ivillage) is a leading women's network online providing practical solutions and support for everyday problems facing women between the ages of 25 to 54. iVillage is organized into branded communities that focus on issues of most importance to women and provides interactive services, peer support and the online access to experts through 16 channels. Content channels include Parent Soup, Better Health, Money Life, Career, Work from Home, Relationships, Fitness & Beauty, Click: Where Computers Make Sense, Pets, Travel, Parents Place, Food, Book Club and Astrology astrology, form of divination based on the theory that the movements of the celestial bodies—the stars, the planets, the sun, and the moon—influence human affairs and determine the course of events. and are complemented by two shopping channels Shopping channels are television specialty channels that present shopping related content, particularly for home shopping enthusiasts. Home shopping pioneers:
New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. , iVillage Inc (Nasdaq: IVIL) is a new media company with the mission of humanizing cyberspace Coined by William Gibson in his 1984 novel "Neuromancer," it is a futuristic computer network that people use by plugging their minds into it! The term now refers to the Internet or to the online or digital world in general. See Internet and virtual reality. Contrast with meatspace. for women. The company is widely recognized as an industry leader in developing innovative sponsorship and commerce relationships that match the desire of marketers to reach women with the needs of iVillage.com members for relevant information and services. About Lamaze Publishing Company Lamaze Publishing Company, Inc. located in Darien, CT., offers a full line of media properties. In addition to its Lamaze properties, the company offers The Newborn newborn /new·born/ (noo´born?) 1. recently born. 2. newborn infant. new·born adj. Very recently born. n. A neonate. Channel, a national television network that instructs mothers in their rooms following birth in 838 hospitals nationwide and reaching approximately 2,200,000 new mothers. The Lamaze products, used by childbirth educators and maternity MATERNITY. The state or condition of a mother. 2. It is either legitimate or natural. The former is the condition of the mother who has given birth to legitimate children, while the latter is the condition of her who has given birth to illegitimate children. nurses nationwide include: Lamaze Parents, (Circ. 2,400,000), a pre-natal publication that is used in childbirth education curriculum and reaches over 75 percent of all non-Hispanic women giving birth; Lamaze Baby, (Circ. 3,000,000), a postnatal postnatal /post·na·tal/ (-na´t'l) occurring after birth, with reference to the newborn. post·na·tal adj. Of or occurring after birth, especially in the period immediately after birth. magazine used by maternity nurses to instruct in·struct v. in·struct·ed, in·struct·ing, in·structs v.tr. 1. To provide with knowledge, especially in a methodical way. See Synonyms at teach. 2. To give orders to; direct. v. new mothers at bedside and reaching 75 percent of all births; Lamaze Special Delivery, (Circ. 5,975,000), onserts and coupons offered with Lamaze Parents, Revista Lamaze and Lamaze Baby; Lamaze You and Your Baby Video, (Circ. 1,800,000), a childbirth education video used in both classrooms and at home; Lamaze para Padres
Not to be confused with San Diego Padres. , (Circ. 575,000), the only Spanish-language magazine used in childbirth education classes and reaching over 85 percent of Hispanic women giving birth; Lo Mejor para Su Bebe, a Spanish-language instructional video distributed in class by childbirth educators (Circ. 450,000); and Lamaze Family, (Circ. 1,000,000), a parenting magazine covering issues of interest to families with children from 6 months to 6 years of age. About Lamaze International Lamaze International is a not-for-profit organization founded in 1960, whose mission is to promote normal, natural, healthy and fulfilling childbearing child·bear·ing n. Pregnancy and parturition. child  bear ing adj. and early parenting experiences for women and
their families through education, advocacy and reform. Members of Lamaze
International include childbirth educators, nurses, midwives, and
physicians, as well as parents and consumers who support the Lamaze
philosophy of birth and parenting. Lamaze International provides the
most comprehensive and respected education program for childbirth
educators available, and is the only organization, which certifies
Lamaze childbirth educators. Since its founding, the organization has
educated and certified See certification. over 11,000 Lamaze Certified Childbirth Educators
(LCCEs), who have provided a wealth of information about pregnancy,
childbirth, and early parenting to expectant parents in the United
States and around the world. In addition, Lamaze International provides
continuing education continuing education: see adult education. continuing education or adult education Any form of learning provided for adults. In the U.S. the University of Wisconsin was the first academic institution to offer such programs (1904). programs for childbirth educators and other health care professionals that work with childbearing families. In recent years, Lamaze International has entered into several strategic licensing partnerships, which offer opportunities to advance the organization's mission. "Lamaze" is a trademark of Lamaze International, and the organization ensures that its licensing partners uphold up·hold tr.v. up·held , up·hold·ing, up·holds 1. To hold aloft; raise: upheld the banner proudly. 2. To prevent from falling or sinking; support. 3. and advance its philosophy and mission. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement under 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 iVillage Inc. has included in this press release certain "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. " within the meaning of the Private Securities Litigation Reform Act of 1995 concerning iVillage's business, operations and financial condition. The words or phrases "can be," "expects," "may affect," "may depend," "believes," "estimate," "project," and similar words and phrases Words and Phrases® A multivolume set of law books published by West Group containing thousands of judicial definitions of words and phrases, arranged alphabetically, from 1658 to the present. are intended to identify such forward-looking statements. Such forward-looking statements are subject to various known and unknown risks and uncertainties and iVillage cautions you that any forward-looking information provided by or on behalf of iVillage is not a guarantee of future performance. Actual results could differ materially from those anticipated in such forward-looking statements due to a number of factors, some of which are beyond iVillage's control, in addition to those discussed in iVillage's other press releases, public filings and statements by iVillage's management, including (i) the volatile and competitive nature of the Internet industry, (ii) the impact of assimilating as·sim·i·late v. as·sim·i·lat·ed, as·sim·i·lat·ing, as·sim·i·lates v.tr. 1. Physiology a. To consume and incorporate (nutrients) into the body after digestion. b. Lamaze Publishing Company into iVillage, including the potential difficulty in assimilating its personnel and operations, disruption disruption /dis·rup·tion/ (dis-rup´shun) a morphologic defect resulting from the extrinsic breakdown of, or interference with, a developmental process. in iVillage's ongoing business, increases in expenses and possible adverse effects to iVillage's operational results, (iii) changes in domestic and foreign economic and market conditions, including the impact of this announcement, (iv) the effect of federal, state and foreign regulation on iVillage's business, (v) failure of iVillage, its vendors or other third parties to achieve Year 2000 compliance and (vi) the effect of any future acquisitions. All such forward-looking statements are current only as of the date on which such statements were made. iVillage does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date on which any such statement is made or to reflect the occurrence of unanticipated events. Q & A 1. What's the rationale rationale (rash´  nal´),n the fundamental reasons used as the basis for a decision or action. behind this transaction? The acquisition is intended to build online traffic, increase our multi-media capabilities and better serve sponsors. Lamaze Publishing, through an array of multi-media outlets including magazines, videos, direct mail, satellite channels in hospitals and sampling programs, currently is estimated to reach more than 75% of all women giving birth in the United States and 90% of all first time parents. The addition of Lamaze Publishing to the iVillage.com network will further extend the iVillage and iBaby brands offline, add a key online component to further extend the Lamaze Publishing franchise and in turn, will serve to drive traffic to iVillage. This relationship presents attractive opportunities for sponsors to have access, across multiple platforms, to the majority of U.S. parents and prospective parents through one single source. The iVillage commerce businesses will be enhanced with the addition of Lamaze-licensed products, including certain books, videos and music, which will be offered through iBaby, with certain input and approval from Lamaze International. 2. What are the terms of the agreement? The acquisition, which will be accounted for as a purchase, has an indicated purchase price of $86.7 million, comprised of approximately 1,750,000 shares of iVillage Common Stock based upon the average closing price for iVillage Common Stock on the Nasdaq Stock Market for the 20 consecutive trading days ended July 9, 1999, and approximately $5 million in cash and repayment of indebtedness. iVillage expects to complete the acquisition by the end of August 1999. The closing of the transaction is subject to certain customary closing conditions. 3. How does this differentiate iVillage in the competitive space? The iVillage and Lamaze Publishing combination has the ability to reach the rapidly growing parent education market through extensive mediums, including print, video and in-hospital satellite cable channels, as well as sampling programs. This segment of the market is particularly attractive because expecting and new mothers are at a critical point in their lives, a time of need where they are on a quest for Verb 1. quest for - go in search of or hunt for; "pursue a hobby" quest after, go after, pursue look for, search, seek - try to locate or discover, or try to establish the existence of; "The police are searching for clues"; "They are searching for the highly personalized and interactive information, services and products. The addition of Lamaze Publishing benefits iVillage.com members by enhancing one of our most popular offerings, solutions for parents and prospective parents. This is yet another example of iVillage incorporating the broadest depth of content and services across our network. 4. What impact will this have on iVillage metrics metrics Managed care A popular term for standards by which the quality of a product, service, or outcome of a particular form of Pt management is evaluated. See TQM. ? We believe this transaction will positively impact our metrics. As with all our initiatives intended to provide "best-of-breed" content and solutions to women, we believe that this acquisition will benefit our existing users, increase our traffic and encourage new users to visit iVillage.com, thereby positively impacting our metrics. 5. How will this drive traffic to iVillage? iVillage and its baby-related franchises will now be marketed to consumers across all of these multi-media platforms, extending its reach into new offline locations where new mothers, in search of information, are located. We will also further develop and enhance Lamaze.com, which will become a content source and additional traffic driver for the iVillage.com network. 6. Can you explain how sponsors will benefit? A sponsor will now have the ability to reach expectant and new mothers through more multi-media mediums than ever before: videos, magazines, direct mail vehicles, satellite channels in hospitals and sampling programs, as well as online - all through a single company - iVillage.com. (See the attached Lamaze Product Overview fact sheet for specific product details and circulation information.) 7. What sort of overlap is there in advertisers? We have estimated that there is only about a 5% overlap in advertisers between Lamaze Publishing and iVillage.com. We believe both iVillage.com and Lamaze Publishing advertisers will recognize the immediate benefits of this combination in being able to reach their target markets through such an extensive selection of media both online and through traditional mediums. 8. How will this impact commerce sales? iVillage's commerce business will be enhanced with the addition of Lamaze-licensed consumer-oriented print, audio and visual publications offered through iBaby. 9. How will this acquisition affect iMaternity/iBaby products? We believe the acquisition will enhance iVillage's commerce business with the addition of Lamaze-licensed consumer-oriented print, audio and visual publications offered through iBaby. Furthermore, through an array of multi-media outlets including magazines, hospitals, videos, satellite channels in hospitals and sampling programs, we believe Lamaze Publishing will help drive traffic to our commerce business and grow commerce revenue. 10. What were Lamaze Publishing's 1998 revenues and profit? For 1998, Lamaze Publishing reported total revenues of $11.2 million. For 1998, Lamaze reported a net loss of $784,000. Included in these results were losses related to the launch of a new magazine, Lamaze Family, in 1998. iVillage will work closely with the Lamaze Publishing team to evaluate the strategic fit of all Lamaze Publishing assets to iVillage. 11. Will you gain full control of the Lamaze name and will all license agreements transfer to you? By acquiring Lamaze Publishing Company, we acquired the rights to exclusive licenses to use the Lamaze mark in consumer publications and other communications, i.e., all forms of media that are consumer-oriented and commercial in nature. This includes print media such as magazines, audio media such as cassettes, computer media such as commercial Web sites, and visual media such as videotapes. 12. Will Lamaze Publishing keep their Web site, Lamaze.com? The Lamaze.com name will be integrated into the iVillage.com network. 13. Will Lamaze Publishing management and employees be retained? Where will Lamaze be headquartered? We expect and hope that the majority of the Lamaze Publishing team will join iVillage. In particular, we look forward to working with Virginia Cargill, President and Doug Bivona, Chief Financial Officer. Bruce Failing, Lamaze Publishing Co-Founder 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. will leave the company to pursue new ventures. A joint iVillage-Lamaze Publishing transition team, led by iVillage COO (Cell Of Origin) See mobile positioning. , Allison Abraham and other iVillage and Lamaze Publishing executives, will work with Lamaze Publishing employees to ensure a smooth transition. Lamaze Publishing will continue to be headquartered in Darien, Connecticut Darien is a town in Fairfield County, Connecticut, United States. It is one of the most affluent communities in the United States. Two Metro North railroad stations serve Darien: Noroton Heights and Darien'''. . -0-
Lamaze Products
Product Name Description Circulation
The Newborn Channel A national television network that 2,200,000
instructs mothers in their rooms
following birth in 838 hospitals
nationwide and reaching approximately
2,200,000 new mothers.
Lamaze Parents Pre-natal publication that is used 2,400,000
in childbirth education curriculum
and reaches over 75 percent of non-
Hispanic women giving birth.
Lamaze Baby A postnatal magazine used by 3,000,000
maternity nurses to instruct new
mothers at bedside and reaching
75 percent of all births.
Lamaze Special Onserts and coupons offered with 5,975,000
Delivery Lamaze Parents, Revista Lamaze and
Lamaze Baby.
Lamaze "You and Your A childbirth education video used 1,800,000
Baby" Video in both classrooms and at home.
Lamaze para Padres The only Spanish-language magazine 575,000
used in childbirth education classes
and reaching over 85 percent of
Hispanic women giving birth.
"Lo Mejor para Su Bebe" A Spanish language instructional 450,000
video distributed in class by
childbirth educators.
Lamaze.com Comprehensive parenting Web site. Under
development
Lamaze Family A parenting magazine covering 1,000,000
issues of interest to families
with children from 6 months to
6 years of age.
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