NewMedia SPARK PLC
16 August 2001
16 August 2001
AISoftw@re S.p.A. Becomes Obligated to Tender into New Media SPARK Offer for
GlobalNet Financial.com
As previously announced on August 7, 2001, pursuant to the Non-Disclosure
Agreement executed by GlobalNet Financial.com, Inc. ('GlobalNet') and
AISoftw@re S.p.A. ('AISoftw@re') (a copy of which is attached to the amended
Schedule 14D-9 filed by GlobalNet with the SEC on August 9, 2001), AISoftw@re
is required to tender all shares owned by it or its affiliates into the tender
offer currently being conducted by GlobalNet Acquisitions Inc., a wholly-owned
subsidiary of New Media SPARK plc ('SPARK') if by 5:00pm U.S. Eastern Daylight
Savings Time on 15th August 2001, AISoftw@re and GlobalNet had not entered
into a definitive agreement for a superior transaction to SPARK's offer.
GlobalNet confirmed to SPARK that no such agreement was entered into by such
time. AISoftw@re owns 12.9% of GlobalNet's Common Stock, according to the
amended Schedule 13D filed by AISoftw@re with the SEC.
SPARK has asked in a letter sent to AISoftw@re today that AISoftw@re confirm
to SPARK on which day it will tender all shares owned by it or its affiliates
into the SPARK tender offer in accordance with the terms of the Non-Disclosure
Agreement. Under the terms of the Non-Disclosure Agreement, SPARK was
explicitly named as a third party beneficiary of the obligation of AISoftw@re
to so tender its and its affiliates shares. In addition GlobalNet has assigned
its right of enforcement of the relevant clause under the Non-Disclosure
Agreement to SPARK and has notified AISoftw@re of such assignment.
SPARK's tender offer for GlobalNet shares is scheduled to expire at 5:00 p.m.
New York time on August 22, 2001, though SPARK has the right to extend the
offer if it so chooses.
Joel Plasco, a Director of SPARK said 'We are delighted to know that
AISoftw@re will be tendering approximately 13% into our offer which brings us
closer to meeting our minimum tender condition of 51%.'
The Merger Agreement executed by SPARK, GlobalNet and GlobalNet Acquisitions
remains in full force and effect. The SPARK tender offer for GlobalNet shares
of $0.36 per common share and $0.036 per class A common share remains the only
offer in place for GlobalNet, and the board of directors of GlobalNet has
reconfirmed its recommendation and support of the SPARK offer and has
reiterated its recommendation that the GlobalNet shareholders tender their
shares into the SPARK offer. The GlobalNet Board has stated that it expects
GlobalNet to run out of cash at some point during the current third quarter of
2001.
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 GlobalNet 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.
Contacts:
Joel Plasco - NewMedia SPARK plc +44 (0)20 7851 7777
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