Under the terms of the acquisition agreement, AOL will acquire all of the outstanding shares of InfoInterActive for U.S. $1.42 (CDN $2.18 based on current exchange rates) for each share of InfoInterActive. The transaction has been unanimously approved by the Board of Directors of InfoInterActive.
InfoInterActive launched the world’s first call waiting service for the Internet, Internet Call Manager (ICM), in 1997, allowing people to manage incoming phone calls while online. ICM provides customers with real-time notification of incoming calls so Internet users can stay online without missing calls or messages.
Donn Davis, President of America Online’s Interactive Properties Group, said: InfoInterActive’s technology allows people to seamlessly manage incoming phone calls while they’re online, making their online experience more convenient. InfoInterActive’s talented team will provide us with deep expertise in Internet call management.
Bill McMullin, Chairman and CEO of InfoInterActive Inc., said: I am very pleased to be able to build on the success we’ve achieved so far, extending the utility, functionality and convenience of InfoInterActive’s call management technology as part of America Online. As the leader in instant messaging, AOL fully understands the power of simple, real-time communications tied to your Internet presence. I look forward to continuing our work to expand and enhance the call management applications and services we currently offer.
The transaction will be completed by means of a Plan of Arrangement which will require the approval of an aggregate of 66 2/3% of the votes cast by holders of common shares, options and warrants of InfoInterActive at a securityholders’ meeting. Significant shareholders of InfoInterActive plus directors, officers and employees of InfoInterActive, who collectively represent approximately 33% of the fully diluted shares, have agreed to vote their securities in favor of the transaction. InfoInterActive expects to mail a management proxy circular to shareholders within the next two weeks. The transaction is subject to court and customary regulatory approvals and other customary closing conditions and is expected to close in July.
The acquisition agreement contains customary non-solicitation provisions and a termination fee payable by InfoInterActive to AOL of U.S. $1.41 million under certain circumstances. AOL also has the right under the acquisition agreement to match any competing bids that may arise.
Broadview International LLC acted as financial advisor to InfoInterActive and provided a fairness opinion to the Board of Directors of InfoInterActive.
InfoInterActive also entered into an operating agreement with AOL whereby InfoInterActive has agreed to develop certain technology and grant a license for certain intellectual property to AOL.
InfoInterActive’s operations will continue to be based in Halifax, Nova Scotia, Canada where it will operate as a wholly owned subsidiary of America Online, Inc.
