NewMedia SPARK PLC
18 July 2001
GlobalNetFinancial and NewMedia SPARK plc Announce Amendment to Merger
Agreement Resulting in Cash Tender Offer
SANTA MONICA, Calif., and LONDON, England, July 18, 2001 --
GlobalNetFinancial.com, Inc., (Nasdaq: GLBN; LSE: GLFA)
(''GlobalNetFinancial'') and NewMedia SPARK plc (LSE: NMS) ('SPARK') today
announced that they had amended their previously-announced merger agreement to
enable SPARK to acquire all of the outstanding shares of GlobalNetFinancial
pursuant to a cash tender offer at $0.36 per share for each share of Common
Stock and $0.036 per share for each share of Class A Common Stock of
GlobalNetFinancial.
The merger agreement was amended to provide for the cash tender offer so that
SPARK could expedite and simplify completion of the acquisition of
GlobalNetFinancial. The Boards of both companies approved this amended
transaction unanimously. The Globalnet Board received a favourable fairness
opinion from Houlihan Lokey Howard & Zukin
Following completion of the cash tender offer and necessary approvals, SPARK
would consummate a merger in which all of the remaining GlobalNetFinancial
shareholders will receive the same price paid in the tender offer in cash. The
transaction is subject to regulatory approvals and to other customary
conditions.
GlobalNetFinancial and SPARK had previously announced the execution of a
merger agreement pursuant to which holders of GlobalNetFinancial common stock
would receive 1.88 ordinary shares of SPARK and holders of GlobalNetFinancial
class A common stock would receive .188 ordinary shares of SPARK.
The description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of GlobalNetFinancial. At the time the
tender offer is commenced, SPARK will file a Tender Offer Statement and
GlobalNetFinancial will file a Solicitation/Recommendation Statement with
respect to the offer. The Tender Offer Statement (including an offer to
purchase, a related letter of transmittal and other offer documents) and the
Solicitation/Recommendation Statement will contain important information that
should be read carefully before any decision is made with respect to the
offer. The offer to purchase, the related letter of transmittal and certain
other documents, as well as the Solicitation/Recommendation Statement, will be
made available to all shareholders of GlobalNetFinancial, at no expense to
them. The Tender Offer Statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the Solicitation/
Recommendation Statement will also be available at no charge at the SEC's
website at www.sec.gov.
This release contains forward-looking statements, which are made pursuant to
the safe-harbor provisions of the private securities litigation reform act of
1995. Expressions of future goals and similar expressions reflecting something
other than historical fact are intended to identify forward-looking
statements, but are not the exclusive means of identifying such statements.
These forward-looking statements involve a number of risks and uncertainties,
some of which are out of the control of GlobalNetFinancial and SPARK.
Accordingly, actual results could differ materially from those discussed in
this release. A wide variety of factors could cause or contribute to such
differences and could adversely impact revenues, profitability, cash flows and
capital needs. A more complete listing of cautionary statements and risk
factors is contained in the company's report filed with the Securities and
Exchange Commission. None of the companies undertakes any obligations to
revise or update any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.
A circular requesting the approval of SPARK shareholders to this transaction
will be despatched in due course.
Contacts:
Joel Plasco - NewMedia SPARK plc +44 (0)20 7851 7777
Ron Goldie - GlobalNetFinancial.com Inc +44 (0)20 7851 8100
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