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INKTOMI CORPORATION
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YAHOO! TO ACQUIRE INKTOMI
CREATES THE MOST COMPREHENSIVE SEARCH OFFERING ON THE WEB WITH LARGEST GLOBAL
AUDIENCE, UNMATCHED BREADTH AND DEPTH OF ONLINE SERVICES
AND WORLD CLASS TECHNOLOGY
SUNNYVALE & FOSTER CITY, CALIF. - DEC. 23, 2002 - Yahoo! Inc. (Nasdaq: YHOO -
News), a leading global Internet company, and Inktomi Corp. (Nasdaq: INKT -
News), a leading Web search provider, today announced they have signed a
definitive agreement under which Yahoo! will acquire Inktomi for a purchase
price of $1.65 per share in cash. The transaction reflects an aggregate purchase
price of approximately $235 million, adjusted for Inktomi's expected cash
balance net of debt, as of December 31, 2002.
"Yahoo!'s vast reach and its unmatched breadth and depth of services, combined
with Inktomi's outstanding engineering expertise and leading search technology,
will help us achieve our goal of providing users with the most comprehensive,
relevant and highest quality search solutions on the Web," said Terry Semel,
Yahoo! chairman and CEO. "The addition of Inktomi's search platform adds both
control and flexibility to this important business, thus enhancing our ability
to create new and more innovative search offerings for consumers and
businesses."
"Since 1996, Inktomi's foundation has been the Web search business and we have
grown it significantly with our core customers and new paid inclusion partners
while focusing on extending and innovating our technology," said David
Peterschmidt, Inktomi chairman and CEO. "Today's announcement matches our
premier Web search technology and team with Yahoo!'s global reach and commitment
to providing the best user experience on the Web, bringing us closer to
achieving our mutual goal of making the Inktomi-Yahoo! search offering the
standard bearer for searching on the Web."
The transaction is subject to customary closing conditions, including regulatory
approval and the approval of Inktomi's stockholders. The transaction is expected
to be completed in the first quarter of 2003. Yahoo! expects the transaction to
be accretive to earnings per share within 12 months of closing.
Inktomi, a pioneer in algorithmic Web search technology, recently focused its
assets exclusively on the growing Web Search space. The company also has made
significant improvements in its overall Web search capability, including
increased relevance, a fresher and larger index, paid inclusion, the utilization
of an XML interface and features targeted at understanding user intent for
interactions on the Web.
Yahoo! is committed to being a leader in search and Yahoo! Search has seen
continued growth in number of users, user retention, number of searches and
click-through rates since its recent search improvements this past October,
making Yahoo! Search results more comprehensive and relevant than ever before.
Yahoo! has introduced a series of enhancements to its search business in recent
months, including:
- Improved relevancy and comprehensiveness of search results by
combining Yahoo! Directory and third-party algorithmic search
results
- Enhanced and improved quality of Yahoo!'s most-searched terms,
with continued expansion of the number of these enhanced queries
- New version of Yahoo! Companion, an integrated search toolbar that
enables consumers to access their personalized browser settings
anywhere that they can access the Internet
- Increased marketing resources invested to continue building Yahoo!
Search brand
- Improved directory matches to offer consumers results within
relevant categories
- Customized features leveraging Yahoo!'s vertical assets, such as
weather, news and stock information directly embedded within search
results pages
ABOUT YAHOO!
Yahoo! Inc. is a leading provider of comprehensive online products and services
to consumers and businesses worldwide and is the No. 1 Internet brand globally.
Headquartered in Sunnyvale, Calif., Yahoo!'s global network includes 25 World
properties and is available in 13 languages.
ABOUT INKTOMI
Based in Foster City, Calif., Inktomi is the leading provider of OEM Web search
and paid inclusion services. A pioneer in Web search technology, Inktomi
provides millions of users worldwide with the freshest and most relevant search
experience, and ensures that thousands of online retailers have their content
constantly represented. The company's customers and partners include Amazon.com,
eBay, Lycos/HotBot, MSN, Overture and WalMart.com.
This press release and its attachments contain forward-looking statements that
involve risks and uncertainties concerning Yahoo!'s proposed acquisition of
Inktomi, Yahoo!'s expected financial performance (including without limitation
as described in the quotations from management in this press release), as well
as Yahoo!'s strategic and operational plans. Actual events or results may differ
materially from those described in this press release due to a number of risks
and uncertainties. The potential risks and uncertainties include, among others,
the possibility that the transaction will not close or that the closing may be
delayed; the reaction of customers of Yahoo! and Inktomi to the transaction;
Yahoo!'s ability to successfully integrate Inktomi's operations and employees;
and general economic conditions. More information about potential factors that
could affect Yahoo!'s business and financial results is included in the
Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2001 and
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002,
including (without limitation) under the captions, "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which are on file with the Securities and Exchange Commission (the
"SEC") and available at the SEC's website at www.sec.gov. For more information
and additional risk factors regarding Inktomi generally see "Factors Affecting
Operating Results" contained in Inktomi's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2002 and in other
reports filed by Inktomi with the Securities and Exchange Commission.
Inktomi will file a proxy statement and other documents regarding the proposed
merger described in this press release with the SEC. INKTOMI STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. A definitive proxy statement will be sent to
stockholders of Inktomi seeking their approval of the transaction. Investors and
security holders may obtain a copy of the proxy statement (when it is available)
and any other relevant documents filed by Inktomi with the SEC for free at the
SEC's web site at www.sec.gov. Copies of the proxy statement and other documents
filed by Inktomi with the SEC may also be obtained free of cost by directing a
request to: Joe Eandi, Vice President and General Counsel, Inktomi Corporation,
4100 E. Third Avenue, Foster City, CA 94404; (650) 653-2800.
Inktomi and its directors, executive officers and certain of its employees may
be deemed to be participants in the solicitation of proxies of Inktomi
stockholders in connection with the proposed merger. Such individuals may have
interests in the merger, including as a result of holding options or shares of
Inktomi common stock. A detailed list of the names, affiliations and interests
of the participants in the solicitation will be contained in the proxy statement
that will be filed by Inktomi with the SEC.
Yahoo! and the Yahoo! logo are registered trademarks of Yahoo! Inc. Inktomi and
the tri-colored cube logo are trademarks or registered trademarks of Inktomi
Corp. in the United States and other countries. All other names are trademarks,
registered trademarks or service marks of their respective owners.
# # #
PRESS CONTACTS:
YAHOO!
Diana Lee, Yahoo! Inc. (408) 349-6501, dianalee@yahoo-inc.com
Suzanne Skyvara, Fleishman Hillard PR (415) 318-4112, skyvaras@fleishman.com
INKTOMI
Shernaz Daver (650) 653-2859, sdaver@inktomi.com
Robin Meyerhoff, Fleishman Hillard PR (415) 318-4165, meyerhr@fleishman.com
All-
Today is an exciting day for Inktomi and for Yahoo!. We are pleased to
announce that Inktomi and Yahoo! have signed a definitive agreement for Yahoo!
to acquire Inktomi for $1.65 per share in cash.
We both see very clearly the vast potential inherent in the combination of
Inktomi's world-class technology and outstanding engineering team with the
largest global Internet audience and unmatched breadth and depth of services
that Yahoo! offers. This acquisition represents a definitive step towards our
combined ability to build and maintain a leading search platform.
Yahoo! has enormous faith in Inktomi's expertise and capabilities - and most
importantly in you, the employees. Inktomi brings many strong resources to the
Yahoo! Search business, including the leading algorithmic search technology and
paid inclusion services you've helped create, as well as your commitment to
providing the best search experience for users worldwide. The combination of
the two companies will offer increased opportunities to develop, innovate and
customize leading search services and products and focus our efforts around
providing users with the most relevant and freshest results.
Search is a key priority for Yahoo! and the company is committed to providing
the highest quality experience for consumers and businesses. Your talent,
achievements and passion will be an important ingredient in Yahoo!'s mission to
build the highest quality and quite simply the BEST Search solutions in the
industry.
Best,
Davep and Terry
Inktomi will file a proxy statement and other documents regarding the proposed
merger described in this press release with the SEC. INKTOMI STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. A definitive proxy statement will be sent to
stockholders of Inktomi seeking their approval of the transaction. Investors and
security holders may obtain a copy of the proxy statement (when it is available)
and any other relevant documents filed by Inktomi with the SEC for free at the
SEC's web site at www.sec.gov. Copies of the proxy statement and other
documents filed by Inktomi with the SEC may also be obtained free of cost by
directing a request to: Joe Eandi, Vice President and General Counsel, Inktomi
Corporation, 4100 E. Third Avenue, Foster City, CA 94404; (650) 653-2800.
Inktomi and its directors, executive officers and certain of its employees may
be deemed to be participants in the solicitation of proxies of Inktomi
stockholders in connection with the proposed merger. Such individuals may have
interests in the merger, including as a result of holding options or shares of
Inktomi common stock. A detailed list of the names, affiliations and interests
of the participants in the solicitation will be contained in the proxy statement
that will be filed by Inktomi with the SEC.