Vitalstream (NASDAQ:VSTH)
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Internap Network Services Corporation (NASDAQ: INAP)
and VitalStream Holdings, Inc. (NASDAQ: VSTH)
today announced that the registration statement on Form S-4 containing
the joint proxy statement/prospectus related to the proposed merger
between Internap and VitalStream was declared effective on January 10,
2007. The companies have commenced the mailing of the joint proxy
statement/prospectus to stockholders. Internap and VitalStream
stockholders are urged to read the joint proxy statement/prospectus,
which contains important information regarding the proposed merger.
The special meeting for Internap stockholders will be held at 3:00 p.m.
ET on February 20, 2007, at 250 Williams Street, Atlanta, Georgia,
30303. The special meeting for VitalStream stockholders will be held at
12:00 p.m. PT on February 20, 2007, at 555 Anton Blvd., Suite 400, Costa
Mesa, California, 92626. The record date for each company’s
special meeting of stockholders is the close of business on December 29,
2006.
The companies anticipate that the transaction will close as soon as
practicable after the date of the stockholder meetings, subject to
approvals by Internap and VitalStream stockholders and the satisfaction
of other closing conditions.
Additional Information Regarding the
Transaction
The announcement of the transaction is neither a solicitation of a
proxy, an offer to purchase nor a solicitation of an offer to sell
shares of the Company’s common stock. Internap
and VitalStream have filed with the Securities and Exchange Commission (“SEC”)
a Joint Proxy Statement/Prospectus on Form S-4. In addition, other
relevant materials in connection with the proposed transaction will be
filed with the SEC. INVESTORS IN INTERNAP AND VITALSTREAM ARE URGED TO
READ CAREFULLY THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
MATERIAL WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT INTERNAP, VITALSTREAM AND THE TRANSACTION. Any offer
of securities will only be made pursuant to the Joint Proxy
Statement/Prospectus. The documents will be available without charge on
the SEC’s web site at www.sec.gov.
A free copy of the final Joint Proxy Statement/Prospectus may also be
obtained from Internap and VitalStream through their Investor Relations
contacts provided below.
The officers and directors of VitalStream may have interests in the
proposed acquisition, some of which may differ from, or may be in
addition to, those of the stockholders of VitalStream generally. A
description of the interests that the officers and directors of the
companies have in the proposed transaction will be available in the
Joint Proxy Statement/Prospectus.
In addition, Internap and VitalStream, their respective officers,
directors and certain of their management and employees may be deemed to
be participants in the solicitation of proxies from the stockholders of
Internap and VitalStream in favor of the acquisition. Information about
the officers and directors of Internap is set forth in the proxy
statement for Internap’s 2006 Annual Meeting
of Stockholders filed with the SEC on April 26, 2006. Information about
the officers and directors of VitalStream is set forth in the proxy
statement for VitalStream’s 2006 Annual
Meeting of Stockholders filed with the SEC on June 20, 2006. Information
about the ownership of Internap and VitalStream securities by each
company’s respective officers and directors
is set forth in the Joint Proxy Statement/Prospectus on Form S-4 filed
with the SEC on January 9, 2007. Investors may obtain more detailed
information concerning the participants by reading the Joint Proxy
Statement/Prospectus when it is filed with the SEC.
Internap “Safe Harbor”
Statement
Certain information included in this press release constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, including, among others, statements regarding the
closing of the transaction with VitalStream, are forward-looking
statements. Forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that actual results may
differ materially from those contemplated by forward-looking statements.
The transaction and the achievement of any anticipated benefits from the
transaction are subject to significant risks and uncertainties. Many
important factors that may affect Internap’s
and the combined company’s business, results
of operations and financial condition include, but are not limited to,
our ability to sustain profitability; the ability to successfully
integrate the operations of Internap and VitalStream; our ability to
compete against existing and future competitors; pricing pressures; our
ability to respond successfully to the evolution of the high performance
Internet connectivity and services industry; our ability to respond
successfully to technological change; our ability to deploy new access
points in a cost-efficient manner; the availability of services from
Internet network service providers or network service providers
providing network access loops and local loops on favorable terms or at
all; failure of third party suppliers to deliver their products and
services on favorable terms or at all; failures in our network
operations centers, network access points or computer systems;
fluctuations in our operating results; our ability to secure adequate
funding; the incurrence of additional restructuring charges; our ability
to operate in light of restrictions in our credit facility, including
our ability to maintain ratios set forth in the credit facility; our
ability to attract and retain qualified personnel; our ability to
protect ourselves and our customers from security breaches; our ability
to protect our intellectual property; our ability to successfully
complete future acquisitions; risks associated with international
operations; claims relating to intellectual property rights; government
regulation of the Internet; the dilutive effects of our stock price due
to outstanding stock options and warrants; future sales of stock;
effects of natural disasters or terrorist activity; and volatility of
our stock price.
Our Annual Report on Form 10-K, subsequent Quarterly Reports on Form
10-Q, recent Current Reports on Form 8-K and other Securities and
Exchange Commission filings discuss the foregoing risks as well as other
important risk factors that could contribute to such differences or
otherwise affect our business, results of operations and financial
condition. The forward-looking statements in this release speak only as
of the date they are made. We undertake no obligation to revise or
update publicly any forward-looking statement for any reason.
About Internap
Internap is a market leader of intelligent route control solutions that
bring reliability, performance and security to the Internet. The company’s
patented and patent-pending technologies address the inherent weaknesses
of the Internet, enabling enterprises to take full advantage of the
benefits of deploying business-critical applications such as e-commerce,
VoIP, and audio/video across IP networks. Internap currently serves more
than 2,200 customers throughout North America, Europe, Asia and
Australia. For more information, please visit the company web site at www.internap.com.
Internap is a trademark of Internap Network Services. All other
trademarks and brands are the property of their respective owners.
VitalStream Forward Looking Statements
This news release contains forward-looking statements made by
VitalStream in reliance upon the safe harbor provisions of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. All statements, other than statements of historical facts,
including statements regarding the closing of the transaction, are
forward looking statements. The following factors, among others, could
cause actual results to differ materially from those described in any
forward-looking statements: the risk that the transaction may not be
consummated for various reasons, including failure to obtain shareholder
approval, failure of one or more parties to satisfy all conditions to
closing or breach of the merger agreement by one or more parties. More
detailed information about these factors and others are discussed in “Risk
Factors” and elsewhere in the Annual Report
on Form 10-K of VitalStream Holdings, Inc. and Quarterly Reports on Form
10-Q and Current Reports on Form 8-K filed since the filing of the Form
10-K by VitalStream Holdings, Inc. with the SEC. Such forward-looking
statements speak only as of the date of this release. VitalStream is
under no obligation and expressly disclaims any obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise.
About VitalStream
VitalStream Holdings, Inc., through its wholly owned subsidiaries, is a
global provider of integrated content delivery services that enable
businesses to stream digital media to large audiences over the Internet.
The company provides solutions, including video and audio streaming,
advertising placement, reporting and analysis, live event broadcasting,
media asset management, integrated Web hosting and consulting services.