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February 17, 1999

NETSCAPE SHAREHOLDERS TO VOTE ON AOL DEAL

By CBR Staff Writer

Netscape Communications Corp’s shareholders will have the chance to vote on the proposed $6.7bn acquisition by America Online Inc at a special shareholder meeting on Wednesday March 17. As of February 10, AOL had received approval for the deal from shareholders of just over 22% of the stock, including all the key executive shareholders. After the deal is closed, Netscape shareholders will own approximately 8.9% of AOL. In a filing with the SEC yesterday, AOL said that it is confident it has supplied all the necessary information to the relevant regulatory bodies and the waiting period for the Department of Justice and the Federal Trade Commission will end on February 28. AOL is issuing 48.7 million shares to pay for the deal. Yesterday’s S4 filing from AOL revealed the history of the deal, which started with an August 26 1998 meeting, although the two companies were already very familiar with each another. But the two CEOs, Jim Barksdale and Steve Case did not sit down together until November 9, with a tentative agreement coming on November 17 and the final terms being agreed on November 23, when the two released a statement confirming talks with each other, as well as the involvement of Sun Microsystems. The official announcement came the following day. The March 17 meeting will be held at The Westin Santa Clara hotel in California.

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