Offer for GlobalNet Financial
NewMedia SPARK PLC
15 June 2001
Proposed acquisition of GlobalNet Financial.com, Inc.
15 June 2001
The Directors of NewMedia SPARK plc ('SPARK' or the 'Company') announce that
SPARK has entered into an agreement (the 'Merger Agreement') to acquire all of
the issued and outstanding share capital of GlobalNet Financial.com, Inc. ('
GlobalNet'). The consideration payable will be 1.88 SPARK shares for each
share of GlobalNet Common Stock and 0.188 SPARK shares for each share of Class
A Common Stock in issue, equivalent to 55 cents per share of GlobalNet Common
Stock and 5.5 cents per share of Class A Common Stock, which represents a
premium of 38 per cent. over the price of a share of GlobalNet Common Stock as
at close of business on 14 June 2001. Based upon the closing share price of
SPARK shares and the prevailing exchange rate on 14 June 2001 this values the
whole of the current issued share capital of GlobalNet at US$13.8m. The
acquisition will involve SPARK will issuing up to 47.4 million new ordinary
shares.
In addition, SPARK announces that Tom Hodgson has resigned as the
non-executive director representing GlobalNet on the board of the Company with
immediate effect, and that Michael Whitaker, the Chief Executive of the
Company, has resigned as a non-executive director of GlobalNet with immediate
effect.
GlobalNet announced at the time of its annual results in April 2001, its
intention to streamline its operating business of financial websites and
concentrate on maximising the value of its underlying portfolio of investments
bringing its business model closer to SPARK's own business of pro-active,
early-stage, technology investment.
Although GlobalNet's underlying portfolio of assets are potentially of
substantial value, the directors of SPARK believe that GlobalNet currently
lacks the balance sheet strength and resources to realise fully this value,
and that the perceived financial weakness of GlobalNet is inhibiting its
ability to negotiate attractive terms for divestment of its assets.
The directors of SPARK and GlobalNet believe that, given the current position
of GlobalNet, GlobalNet's best option is to use its remaining resources to
effect an orderly wind down and disposal of its remaining media businesses.
The directors of GlobalNet have agreed to pursue this policy from the date of
this announcement and believe that in conjunction with the backing of SPARK's
financial and organisational resources this can be rapidly achieved.
It is anticipated that this will leave the merged entity in a position to
realise the value of GlobalNet's underlying portfolio of assets by
consolidating the mutual shareholdings and exploiting synergies between the
investments of the enlarged group. GlobalNet's portfolio assets include,
inter alia, a 24% shareholding in EO plc, a 30% shareholding in Synaptic
Systems Limited and a holding of 5.3% of the outstanding ordinary shares in
SPARK itself.
As Michael Whitaker and Luke Johnson, directors of the Company, and Glasshouse
Associates Limited (a company which is controlled by a trust of which one of
the beneficiaries is Thomas Teichman, the Chairman of the Company), Tom
Hodgson and Stanley Hollander (former directors of the Company) are
shareholders in GlobalNet, the transaction constitutes a related party
transaction under the AIM Rules and will require shareholder approval in
accordance with section 320 of the Companies Act 1985. The respective
shareholdings in GlobalNet of Messrs. Whitaker, Johnson, Hodgson and Hollander
and Glasshouse Associates Limited are: 1,222,153; 305,538; 1,500; 402,686; and
1,527,690 shares respectively, representing 4.9, 1.2, 0.0, 1.6 and 6.1 per
cent. respectively of the current issued share capital of GlobalNet.
Completion is therefore conditional among other things on the passing of a
resolution to be proposed at an Extraordinary General Meeting of SPARK that
will be convened by a circular to be sent to SPARK shareholders shortly.
The Merger Agreement contains representations and warranties from both the
Company and GlobalNet and is conditional, among other things, upon the
approval of a registration statement by the US Securities and Exchange
Commission, the approval of a majority of the shareholders of GlobalNet,
approval by the shareholders of SPARK and the absence of specified material
adverse changes in the position of GlobalNet. The parties are also entitled
to terminate the Merger Agreement in certain circumstances including in the
event of a material breach of any of the warranties contained therein.
The SPARK directors expect the net asset value of the Company to be increased
by approximately 5p per share as a result of the acquisition. In the year
ended 31 December 2000, the operating loss of GlobalNet was approximately
US$60.8million. The net assets of GlobalNet as at 31 December 2000 were
approximately US$115 million.
The SPARK directors, having consulted with the Company's nominated adviser,
Collins Stewart Limited, consider that the terms of the transaction are fair
and reasonable insofar as SPARK's shareholders are concerned.
The SPARK directors intend to recommend unanimously that shareholders vote in
favour of the resolution to be proposed at the Extraordinary General Meeting.
SPARK's independent directors (being the SPARK directors other than Michael
Whitaker and Thomas Teichman) intend to do so in respect of their own
beneficial holdings amounting in aggregate to approximately 9.2% of the
existing issued share capital of SPARK.
Forward-Looking Information: This release contains certain 'forward-looking
statements' within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations and
are subject to uncertainty and changes in circumstances. Actual results may
vary materially from the expectations contained in the forward-looking
statements. The forward-looking statements in this release include statements
addressing future financial and operating results and the timing and benefits
of the acquisition. The following factors, among others, could cause actual
results to differ materially from those described in the forward-looking
statements: inability to obtain, or meet conditions imposed for, governmental
approvals for SPARK's acquisition of GlobalNet; failure of GlobalNet and
SPARK's shareholders to adopt the agreement providing for SPARK's acquisition
of GlobalNet; the prevailing market values of various SPARK assets; and other
economic, business, competitive and/or regulatory factors affecting SPARK's
and GlobalNet's businesses and operations generally. Detailed information
about factors pertinent to the business of GlobalNet that could cause actual
results to differ is set forth in GlobalNet's filings with the Securities and
Exchange Commission, including GlobalNet's Annual Report on Form 10-K, for the
fiscal year ended December 30, 2000 and its most recent Quarterly Reports on
Form 10-Q. GlobalNet and SPARK are under no obligation to (and expressly
disclaim any such obligation to) update or alter their forward-looking
statements whether as a result of new information, future events or otherwise.
**********************
Investors and security holders are advised to read the proxy statement/
prospectus regarding the business combination transaction referenced in the
foregoing information, when it becomes available, because it will contain
important information. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by NewMedia SPARK plc and GlobalNet
Financial.com, Inc. and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by SPARK and
GlobalNet at the Commission's web site at www.sec.gov. The proxy statement/
prospectus and such other documents may also be obtained from SPARK or
GlobalNet by directing such request to NewMedia Spark plc, 33 Glasshouse
Street, London, W1B 5DG; telephone (44) 20-7851-7600 (Attention: Joel
Plasco); or to GlobalNet Financial.com Inc., 33 Glasshouse Street, London W1B
5DG; telephone: (44) 20-7851-8100 (Attention: Tom Hodgson). GlobalNet and
certain other persons referred to below may be deemed to be participants in
the solicitation of proxies of GlobalNet shareholders to adopt the agreement
providing for SPARK's acquisition of GlobalNet. The participants in this
solicitation may include the directors and executive officers of GlobalNet,
who may have an interest in the transaction including as a result of holding
shares or options of GlobalNet. A detailed list of the names and interests of
GlobalNet's directors and executive officers is contained in GlobalNet's Proxy
Statement for its 2001 Annual Meeting, which may be obtained without charge at
the Commission's web site at www.sec.gov.
Enquiries:
Joel Plasco, NewMedia SPARK plc Tel: 020 7851 7777
Kripa Radhakrishnan, Collins Stewart Limited Tel: 020 7523 8350
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