(New York, NY - October 23, 2008) -- Jupitermedia Corporation (Nasdaq:
JUPM) ("Jupitermedia") announced today that it has entered into a
definitive stock purchase agreement to sell its Online Images business
to Getty Images, Inc. for an aggregate purchase price of $96 million in
cash. Under the terms of and subject to the conditions set forth in the
stock purchase agreement, Jupitermedia has agreed to sell all of the
outstanding capital stock of Jupiterimages Corporation
("Jupiterimages"), an Arizona corporation and a wholly owned
subsidiary, to Getty Images, Inc.
The Board of Directors of Jupitermedia has approved the transaction and
resolved to recommend that JupitermediaÕs stockholders approve the
transaction. Completion of the transaction is subject to approval by
Jupitermedia's stockholders, regulatory approval and other customary
closing conditions. In addition, Alan Meckler, Jupitermedia's Chairman,
Chief Executive Officer and a significant stockholder, and certain
other stockholders, who, with Mr. Meckler, collectively hold
approximately 35.9% of Jupitermedia's outstanding stock, have entered
into definitive support agreements with Getty Images, Inc. to vote in
favor of the transaction. The transaction is not subject to a financing
condition. In connection with the transaction, Jupitermedia will retain
ownership of its Peoria, Illinois building and property and lease the
facility to Getty Images, Inc. Jupitermedia expects to incur a non-cash
loss of approximately $95 million upon the closing of the transaction.
Following the completion of the sale of Jupiterimages to Getty Images,
Inc, Jupitermedia will continue to operate its Online media business,
which consists of five distinct networks: internet.com and EarthWeb.com
for IT and business professionals; DevX.com for developers; and
Mediabistro.com and Graphics.com for media and creative professionals.
"We believe that this transaction will be beneficial to
Jupitermedia and its stockholders, both in the near term and the long
run, as it will allow Jupitermedia to pay off all of its bank debt.
Upon closing of the transaction, we will continue focus on the further
development and growth of our Online Media division," stated Alan
Meckler.
Merrill Lynch & Co. is acting as financial advisor to
Jupitermedia and Willkie Farr & Gallagher LLP is serving as legal
advisor to Jupitermedia.
Important Additional Information Regarding the Stock Purchase Agreement will be filed with the SEC
This communication is not a solicitation of a proxy from any
security holder of Jupitermedia. In connection with the stock purchase
agreement, Jupitermedia Corporation will file with the U.S. Securities
and Exchange Commission a preliminary proxy statement and a definitive
proxy statement. THE
PROXY STATEMENT WILL BE SENT TO JUPITERMEDIA CORPORATION STOCKHOLDERS,
WHO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE STOCK PURCHASE
AGREEMENT. Jupitermedia Corporation investors and security holders
may obtain free copies of these documents (when they are available) and
other documents filed with the Securities and Exchange Commission at
its web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the
Securities and Exchange Commission by going to Jupitermedia
CorporationÕs Investors page on its corporate website at www.jupitermedia.com/corporate/investors.html.
Jupitermedia Corporation and its directors and officers may be deemed
to be participants in the solicitation of proxies from the stockholders
of Jupitermedia Corporation in connection with the stock purchase
agreement and the proposed transaction. Information about Jupitermedia
Corporation and its directors and officers can be found in its proxy
statements on Schedule 14A and annual reports on Form 10-K filed with
the Securities and Exchange Commission, as well as on Jupitermedia
Corporation's Investors page on its corporate website at www.Jupitermedia.com/corporate/investors.html.
Additional information regarding the interests of those persons may be
obtained by reading the proxy statement for the proposed transaction
when it becomes available.
About Jupitermedia Corporation
Jupitermedia Corporation (Nasdaq: JUPM, www.jupitermedia.com),
headquartered in Darien, CT, is a leading global provider of images,
news and original information, career Web sites and events for
information technology, business, media and creative professionals.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: Statements in this press release which are not
historical facts are "forward-looking statements" that are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
Important factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements
include, for example, the competitive environment in which Jupitermedia
and Jupiterimages compete; the unpredictability of Jupitermedia's and
Jupiterimages' respective future revenues, expenses, cash flows and
stock price; Jupitermedia's and Jupiterimages' respective ability to
integrate acquired businesses, products and personnel into their
existing businesses; Jupitermedia's and Jupiterimages' respective
ability to protect their intellectual property; Jupitermedia's
dependence on a limited number of advertisers; the conditions to the
completion of the transactions contemplated by the stock purchase
agreement may not be satisfied, or the regulatory approvals and
clearances required for the transactions contemplated by the stock
purchase agreement may not be obtained on the terms expected or on the
anticipated schedule (if at all); the parties' ability to meet
expectations regarding the timing for completion of the transactions
contemplated by the stock purchase agreement; the retention of certain
key employees at Jupitermedia and Jupiterimages; and the outcome of any
legal proceedings that may be instituted against Jupitermedia
Corporation and others following the announcement of the stock purchase
agreement.
For a more detailed discussion of such risks and uncertainties,
refer to Jupitermedia's reports filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934. The
forward-looking statements included herein are made as of the date of
this press release, and Jupitermedia assumes no obligation to update
the forward-looking statements after the date hereof.
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