Filed by CMGI pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 of the Securities
Exchange Act of 1934.
Subject Company: Engage, Inc.
Commission File No.: 000-26671
CMGI ANNOUNCES PROPOSAL TO ACQUIRE OUTSTANDING
PUBLIC SHARES OF ENGAGE
ANDOVER, MASS., MAY 21, 2002 - CMGI, Inc. (Nasdaq: CMGI), the Internet operating
and development company, announced today that its Board of Directors has
approved a proposal to acquire all of the outstanding publicly held shares of
Engage, Inc. (Nasdaq: ENGA). Under the proposal, each publicly held share of
Engage would be exchanged for .2286 of a share of CMGI common stock pursuant to
a merger among Engage, CMGI and a wholly-owned subsidiary of CMGI. Based on the
closing price on the Nasdaq National Market of CMGI common stock on May 20,
2002, the offer represents a value of $0.24 per share of Engage common stock.
This constitutes a premium of 20% over the closing price of Engage common stock
on May 20, 2002.
CMGI expects that the Engage Board of Directors will form a special committee of
independent directors to evaluate the proposal and negotiate the terms of a
merger. The merger will be subject to, among other things, negotiation and
execution of a definitive merger agreement. CMGI currently holds approximately
148 million shares of common stock of Engage (excluding shares issuable upon
conversion of notes held by CMGI), which represents approximately 75.5% of
Engage's outstanding shares.
ABOUT CMGI AND @VENTURES
CMGI, Inc. (Nasdaq: CMGI), a leading diversified Internet operating and
development company, is comprised of established and emerging companies,
including both CMGI operating businesses and investments made through its
venture capital affiliate, @Ventures. CMGI companies span a range of vertical
market segments including e-business and fulfillment; enterprise software and
services; and managed application services.
CMGI's majority-owned operating companies include Engage (Nasdaq: ENGA),
NaviSite (Nasdaq: NAVI), AltaVista, Equilibrium, ProvisionSoft, SalesLink,
Tallan, uBid and Yesmail. @Ventures has ownership interests in more than 30
companies, with a focus on identifying, investing in and developing emerging
technology companies and eBusinesses.
CMGI's corporate headquarters is located at 100 Brickstone Square, Andover, MA
01810. @Ventures has offices there, as well as at 3000 Alpine Road, Menlo Park,
CA 94028.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
If a definitive merger agreement is executed, CMGI plans to file with the SEC a
Registration Statement on Form S-4 to register the offering of the shares of
CMGI
common stock in the merger. Engage will be required to file with the SEC and
mail to its stockholders a Proxy Statement/Prospectus in connection with the
transaction. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus (if and when such documents are
filed and become available) because they will contain important information
about CMGI, Engage, the transaction and related matters.
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus (if and when filed and
available) and other documents filed with the SEC by CMGI and Engage through the
web site maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of any such Registration
Statement and the Proxy Statement/Prospectus by contacting CMGI, Inc.,
Attention: General Counsel, 100 Brickstone Square, Andover, Massachusetts 01810,
telephone: (978) 684-3600; or Engage, Inc., Attention: General Counsel, 100
Brickstone Square, Andover, Massachusetts 01810, telephone: (978) 684-3884.
CMGI and Engage, and their respective 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. Information regarding CMGI's
directors and executive officers is contained in CMGI's Form 10-K for the year
ended July 31, 2001 and its proxy statement dated November 16, 2001, which are
filed with the SEC. Information regarding Engage's directors and executive
officers is contained in Engage's Form 10-K for the year ended July 31, 2001 and
its proxy statement dated February 20, 2002, which are filed with the SEC. A
more complete description will be available in the Registration Statement and
the Proxy Statement/Prospectus.
This release contains forward-looking statements which address a variety of
subjects including, for example, the terms and timing of the proposed
transaction with Engage. The following important factors and uncertainties,
among others, could cause actual results to differ materially from those
described in these forward-looking statements: Engage's rejection of the
proposal; the inability to reach definitive terms of a merger; the inability to
obtain, or meet conditions imposed for, governmental approvals for the
transaction; and other economic, business, competitive and/or regulatory factors
affecting CMGI's and Engage's businesses generally. For detailed information
about factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to CMGI's filings with
the Securities and Exchange Commission, including CMGI's most recent Quarterly
Report on Form 10-Q. Forward-looking statements represent management's current
expectations and are inherently uncertain. We do not undertake any obligation to
update forward-looking statements made by us.
CONTACT:
Tom Oberdorf CMGI Investor Relations
Chief Financial Officer (978) 684-3832
(978) 684-3029 ir@cmgi.com
toberdorf@cmgi.com
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