Jupitermedia Corporation ("Jupitermedia”) (NASDAQ: JUPM) announced today
that the U.S. Department of Justice and Federal Trade Commission have
granted early termination of the Hart-Scott-Rodino review period for the
proposed sale of Jupiterimages Corporation ("Jupiterimages”), a
wholly-owned subsidiary of Jupitermedia, to Getty Images, Inc. ("Getty
Images”). The transaction still requires the satisfaction or waiver of
the other closing conditions set forth in the stock purchase agreement.
Jupitermedia expects the transaction to close in early 2009.
Important Additional Information Regarding the Stock Purchase
Agreement and the Proposed Sale of Jupiterimages will be filed with the
Securities and Exchange Commission (SEC).
This communication is not a solicitation of a proxy from any security
holder of Jupitermedia. In connection with the stock purchase agreement
between Jupitermedia and Getty Images, Inc., Jupitermedia Corporation
has filed a preliminary proxy statement with the U.S. Securities and
Exchange Commission and will file a definitive proxy statement with the
U.S. Securities and Exchange Commission. THE DEFINITIVE PROXY
STATEMENT WILL BE SENT TO JUPITERMEDIA CORPORATION STOCKHOLDERS, WHO ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE STOCK PURCHASE AGREEMENT, THE PROPOSED
SALE OF JUPITERIMAGES 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 Corporation’s Investors page on its corporate website at http://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 sale of Jupiterimages. 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 http://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
Jupitermedia Corporation (Nasdaq: JUPM) (http://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.
Cautionary Statement Regarding Forward-Looking Statements
"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, pursuant to which Getty Images will acquire
Jupiterimages, 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 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
(the "SEC”) 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.
All current Jupitermedia press releases can be found online at www.jupitermedia.com/corporate/press.html.