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 Jupitermedia’s
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 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 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 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
Corporation
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.
"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.
All current Jupitermedia press releases can be found online at www.jupitermedia.com/corporate/press.html.