Ivillage (NASDAQ:IVIL)
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NBC Universal and iVillage Inc. (NASDAQ:IVIL) have
signed a definitive agreement for NBC to acquire iVillage, one of the
nation's most successful online destinations for women. The
acquisition was announced today by Bob Wright, Vice Chairman and
Executive Officer, General Electric; Chairman and CEO, NBC Universal
and Doug McCormick, Chairman and Chief Executive Officer, iVillage
Inc. NBC Universal will purchase 100% of the equity of iVillage for
$8.50 in cash per common share of the company for a net cost of
approximately $600 million. The transaction is expected to close in
the second quarter of 2006 pending shareholder and regulatory
approvals.
With this acquisition, NBC Universal will engage millions of loyal
iVillage users, a community which mirrors a key demographic of the NBC
Universal audience - women. Every part of NBC Universal, from
television and film to home entertainment will support and drive
iVillage forward. From this platform, NBC Universal will chart the
next generation of digital content development and enhance user
experience.
"As this transaction demonstrates, we are committed to delivering
content to consumers through distribution systems both traditional and
new," said Wright. "Acquiring iVillage will enable us to bring our
programming to a large and passionate online community. We look
forward to building on the considerable brand strength iVillage has
developed over the past 10 years and to giving our advertising clients
new and exciting ways to reach a valuable demographic."
"With this transaction, iVillage solidifies its position as a
world class brand," said McCormick. "This milestone is recognition of
the contributions by our employees, our partners, and our investors.
We are very excited to join the NBC Universal family and to become
part of a media company that is unparalleled in its product and its
people."
iVillage brings a profitable internet business, with proprietary
content and a consistent user base that commands premium advertising
pricing. With the addition of iVillage, NBC Universal expects to grow
the company's digital revenues to approximately $200MM in 2006, and
projects a 20% growth rate going forward. Full year 2005 iVillage.com
revenues were up approximately 30% year-over-year, excluding
acquisitions. Additionally, NBC Universal expects to realize
significant cost synergies by using iVillage capabilities to support
existing digital operations.
"iVillage immediately gives us scale and a profitable, established
platform to expand our digital efforts, especially in the rapidly
growing areas of health and women's interests," said Beth Comstock,
President, NBC Universal Digital Media and Market Development. "This
is all about creating important new intersections between community,
content and commerce. We envision connecting more deeply online, on
mobile and on demand with key consumers throughout their various life
stages -- from their unique interests to their finances to their
health and well-being. We are also looking to create a more customized
consumer healthcare experience, working in association with GE
Healthcare."
iVillage is a well-established brand and a leading destination for
a fast-growing sector of the online audience. According to the Pew
Internet & American Life Project, 86% of women ages 18 to 29 were
online, compared with 80% of men in the same age group (January to
June, 2005). iVillage currently engages over 14 million unique
users(1) with rich content channels that tap into the wide span of
women's interests, covering everything from 'Health & Well-Being' to
'Entertainment' to 'Beauty & Style.'
"This acquisition allows us to marry our on-air branded content
with compelling new interactive functionality," added Jeff Zucker,
Chief Executive Officer, NBC Universal Television Group. "From the
'Today Show' to 'Project Runway' to 'The Biggest Loser' to all the
health & medical and lifestyles segments we do every day on every one
of our owned and operated television stations, we will now be able to
create a deeper, richer experience around our content for consumers
across all emerging platforms."
Upon completion of the transaction, the iVillage team will report
directly to Beth Comstock and continue to be based in New York.
J.P. Morgan Securities Inc. acted as the financial advisor to
iVillage. Legal advisors to NBC Universal and iVillage were,
respectively, the law firms of Weil, Gotshal & Manges LLP and Orrick,
Herrington & Sutcliffe LLP.
Conference Call
Executives from NBC Universal and iVillage will hold a conference
call to discuss this announcement with the press today at 10:00 AM
(ET). The conference call will be broadcast live on the Internet and
will be available on iVillage's Corporate Relations Web site, located
at www.ivillage.com/investor, and on Street Events, located at
www.streetevents.com. A replay of the conference call will be
available on the iVillage Corporate Relations Web site approximately
one hour after the call ends on Monday, March 6, 2006 until 11:00 AM
(ET) on Monday, March 13, 2006. A transcript of the conference call
will be available on the iVillage Corporate Relations Web site
thereafter.
About NBC Universal
NBC Universal is one of the world's leading media and
entertainment companies in the development, production, and marketing
of entertainment, news, and information to a global audience. Formed
in May 2004 through the combining of NBC and Vivendi Universal
Entertainment, NBC Universal owns and operates a valuable portfolio of
news and entertainment networks, a premier motion picture company,
significant television production operations, a leading television
stations group, and world-renowned theme parks. NBC Universal is 80%
owned by General Electric, and 20% owned by Vivendi Universal.
About NBC Universal Digital Media
NBC Universal delivers its quality content to a variety of new
media platforms, giving consumers what they want, where they want it.
In 2004, the company launched NBC Mobile and became the first to
create customized television programming especially for the cell
phone. Today, content includes original newscasts from NBC News,
comedy segments from "The Tonight Show with Jay Leno" and
entertainment updates from "Access Hollywood." Online, NBC Universal
develops content for its suite of premium sites, MSNBC.com features
netcasts of "Meet the Press," "Blogging Baghdad" and video streams of
"NBC Nightly News with Brian Williams." Additionally, CNBCWorldTV.com
offers free audio podcasts of "Foreign Exchange." During the 2006
Torino Winter Games, NBCOlympics.com offered its largest coverage to
date with video and audio streams, real-time results and photos,
scoring the site a record-breaking 338 million page views during the
course of the games. NBC Universal has also made a number of new
platform distribution deals, most notably as one of the first content
providers to offer programming on Apple's iTunes. iTunes customers can
download popular and classic television shows from NBC, USA, Sci-Fi
and most recently, Bravo.
About iVillage Inc.
iVillage is "the Internet for women" and consists of several
online and offline media-based properties that seek to enrich the
lives of women, teenage girls and parents through the offering of
unique content, community applications, tools and interactive
features. iVillage Inc. (NASDAQ:IVIL) was established in 1995 and is
headquartered in New York City.
For more information on iVillage please visit www.ivillage.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995:
iVillage Inc. has included in this press release certain
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 concerning the acquisition of
iVillage by NBC Universal, as well as iVillage's business, operations
and financial condition. The words or phrases "can be," "expects,"
"may affect," "anticipates," "may depend," "believes," "estimates,"
"plans," "projects" and similar words and phrases are intended to
identify such forward-looking statements. These 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
that the acquisition will be consummated, or a guarantee of future
results, performance or achievements. Actual results could differ
materially from those anticipated in these forward-looking statements
due to a number of factors, some of which are beyond iVillage's
control. In addition to those risks discussed in iVillage's other
press releases, public filings and statements by iVillage's
management, factors that may cause iVillage's actual results,
performance or achievements to differ materially from any future
results, performance or achievements expressed or implied in such
forward looking statements include: (i) the volatile and competitive
nature of the Internet industry and the media industry, (ii) changes
in domestic and foreign economic, political and market conditions,
(iii) the effect of federal, state and foreign regulation on
iVillage's business, (iv) the impact of recent and future acquisitions
and joint ventures on iVillage's business and financial condition, (v)
iVillage's ability to establish and maintain relationships with
advertisers, sponsors, and other third-party providers and partners,
(vi) iVillage's ability to maintain or increase user traffic levels,
(vii) the loss of one or more of iVillage's major customers, (viii)
the effect of seasonal fluctuations in traditional online advertising
purchasing patterns on iVillage's results of operations and (ix) the
impact of pending litigation on iVillage's business, results of
operations and financial condition. 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 after the date on which any such statement is made or to
reflect the occurrence of unanticipated events.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
iVillage has agreed to file a proxy statement in connection with
the proposed Merger, which will be mailed to the stockholders of
iVillage. Investors and iVillage's stockholders are urged to read
carefully the proxy statement and other relevant materials when they
become available because they will contain important information about
the Merger. Investors and security holders may obtain free copies of
these documents (when they are available) and other documents filed by
iVillage with the SEC through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by iVillage by going
to the investor relations portion of iVillage's corporate website at
www.ivillage.com/investor or by contacting: Corporate Secretary,
iVillage Inc., 500-512 Seventh Avenue, New York, NY 10018, Telephone:
(212) 600-6000.
iVillage and its directors and executive officers may be deemed to
be participants in the solicitation of proxies in respect of the
transactions contemplated by the Merger Agreement. A description of
any interests that iVillage's officers and directors have in the
Merger will be available in the proxy statement. Information regarding
certain of these persons and their beneficial ownership of iVillage
common stock as of April 27, 2005 is also set forth in the Schedule
14A filed by iVillage on April 29, 2005 with the SEC. These documents
are available free of charge at the SEC's web site at www.sec.gov or
by going to the investors relations portion of iVillage's corporate
website at www.ivillage.com/investor.
(1)ComScore, Media Metrix, January 2006