Document is copied.
Filed by First Virtual Communications, Inc. pursuant to Rule 425 under the
Securities Act of 1933.
Subject Company: CUseeMe Networks, Inc. Commission file No.: 000-21415
CONTACTS:
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Melissa Malley Tanya Prather
First Virtual Communications CUseeMe Networks
408.330.7315 603.886.9050 ext 359
mmalley@fvc.com tprather@cuseeme.com
FIRST VIRTUAL COMMUNICATIONS AND CUSEEME NETWORKS ANNOUNCE MERGER
COMBINATION CREATES A MARKET LEADER IN RICH MEDIA COMMUNICATIONS,
CAPITALIZES ON IP VIDEO EXPERTISE AND OPERATIONAL SYNERGIES TO SPEED TIME
TO MARKET AND EXPAND GLOBAL PRESENCE
SANTA CLARA, California and NASHUA, New Hampshire - March 22, 2001 - First
Virtual Communications, Inc. (Nasdaq: FVCX) and CUseeMe(R) Networks, Inc.
(Nasdaq: CUSM) today announced that they have agreed to merge to create one of
the market's leading rich media communications providers. The merged company
will retain the name First Virtual Communications, Inc. and deliver integrated
end-to-end solutions to enterprises and service providers worldwide. By merging
both companies' expertise, the combined company will provide a broad range of
integrated rich media communications solutions that run seamlessly across
multiple network types, including IP, ISDN, ATM, PSTN, and DSL.
The transaction will be effected as a stock for stock merger and is subject to
the approval of the stockholders of both companies and to customary closing
conditions. First Virtual Communications will issue shares of its common stock
representing approximately 47 percent of the combined company, at an exchange
ratio of approximately 1.254. The transaction is expected to be completed in the
second quarter of 2001. The combined company will be headquartered in Santa
Clara, California.
"Video is the critical component that will drive the advancement of rich media
communications and this merger brings together two leaders in IP videotelephony.
We believe it gives us the critical mass to significantly expand our existing
end-to-end rich media platform," said Ralph Ungermann, chairman and CEO of First
Virtual Communications. "The merger combines the two crucial elements needed to
deliver rich media communications, First Virtual's expertise in broadband rich
media networking and CUseeMe Networks' state-of-the-art software-based visual
collaboration technologies. As a result, we believe the
merged company will be positioned to accelerate the delivery of the market's
most robust rich media communications platform."
"By merging our resources and IP video experience, we believe the combined
company will be able to pursue a larger market and realize greater opportunity
than either company could anticipate on its own," said Killko Caballero,
president and CEO of CUseeMe Networks. "Our strengths complement each other
well, and our synergy in vision gives us a strong foundation from which we
expect to provide market leading solutions to enhance existing forms of
communication and make rich media communications more accessible and more
broadly used than ever before."
POISED FOR GROWTH
With a total estimated market of $34 billion by 2004 and a compound annual
growth rate of 53 percent, (according to FAC Equities at First Albany
Corporation), rich media communications represents a very large opportunity and
the merged company will endeavor for immediate, accelerated growth in this area.
Seven years of experience in broadband rich media communications have enabled
First Virtual Communications to become industry leaders in video networking
integration. Click to Meet(TM), First Virtual's flagship offering, enables end
users to access video services, including video and audio telephony, data
collaboration, and streaming, to create a truly interactive meeting through the
desktop or room systems. CUseeMe Networks provides core software technologies
that enable voice and visual communications over IP-based networks for B2B and
B2C companies, consumers, and web developers. Moving forward, CUseeMe Networks'
robust and flexible standard and Microsoft Exchange-based conference servers and
web technologies will help lay the foundation for future combined product
offerings.
DELIVERING OPERATIONAL EFFICIENCIES
By capitalizing on the synergies between First Virtual Communications and
CUseeMe Networks, the combined company should be positioned to quickly gain
traction in the marketplace. First Virtual Communications and CUseeMe Networks
have been partners since 1999 and benefit from an outstanding record of working
as a team.
The merger should also position the combined company to improve time to market,
reduce costs, benefit from greater margin enhancements, and pursue a faster road
to profitability. It is believed the combined engineering organization will be
better positioned to deliver new product features and help the company
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meet overall market demand. The integrated sales force will have broader market
coverage and its channels program will feature some of the world's leading
integrators, including SBC, EDS, Ericsson, and Verizon. With global operations
that include the US, Europe, and Asia, the combined company will have broader
resources to support its world-class customer base of service providers and
enterprises.
Ralph Ungermann will be executive chairman of the board of the combined company
and Killko Caballero will be the new chief executive officer. Ungermann and
Caballero will continue as CEOs of their respective companies until the merger
is completed. Ungermann and Caballero form a natural alliance, resulting from
Ungermann's visionary leadership in networking and Caballero's expertise in IP
communications software development. Working as a team, they will continue their
commitment to innovation, quality and customer satisfaction.
CONFERENCE CALL TO DISCUSS MERGER
First Virtual and CUseeMe Networks will conduct a joint conference call to
discuss the merger on Friday, March 23, 2001 at 9:00 a.m. E.T., 6:00 a.m.
P.T. To participate, call (800) 982-3472 or (703) 871-0322 at least five
minutes prior to the start of the call or visit www.fvc.com or
www.cuseeme.com to listen to the conference call as it takes place. For those
who are unable to participate, a replay of the call will be available for two
weeks at (888) 266-2086 or (703) 925-2435, pass code: 5112703.
Greenbridge Partners LLC acted as the exclusive financial advisor to First
Virtual Communications on this transaction.
ABOUT FIRST VIRTUAL COMMUNICATIONS
First Virtual Communications, Inc. is a leader in rich media communications
solutions, providing systems and services that enable system integrators and
service providers to deliver an integrated suite of collaboration applications
to its enterprise customers. First Virtual Communications also delivers
solutions directly to corporate and public sector enterprises. The company's
flagship product, Click to Meet(TM), is the industry's communications platform
for high quality, face-to-face e-collaboration. It is designed to seamlessly
integrate video and audio telephony, data collaboration, and streaming across
IP, ISDN, DSL, and ATM networks. Click to Meet provides a high quality platform
for delivering a new generation of video enabled B2B web applications for
commerce, distance learning, telemedicine, federal and state governments, and
the judiciary.
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First Virtual Communications' strategic partners include Accord, Adaptive
Broadband, Alcatel, British Telecommunications plc, China Telecom, Cisco
Systems, Inc., CUseeMe Networks, EDS, Ezenia!, France Telecom, Ideal Technology
Solutions, Nortel Networks, PictureTel, Polycom, Qwest Communications, SBC
Communications Inc., Shanghai Telecom, Telstra, Verizon Communications, Wind,
Zydacron and other leading companies worldwide. Further information about the
company is available at http://www.fvc.com.
ABOUT CUSEEME NETWORKS
CUseeMe Networks is a leading provider of innovative technologies that enable
voice and visual communications over IP-based networks. CUseeMe Networks
provides cost-effective, integrated end-to-end software solutions for
large-scale deployments of video collaboration to enterprise desktops. With over
a decade of IP-based communications experience, CUseeMe Networks is the pioneer
in interactive voice, video, and data collaboration. Its award-winning
technology facilitates standards-based collaborative communications, both
one-on-one and in groups, over corporate intranets, virtual private networks
(VPNs), and the open Internet. Products such as the CUseeMe Conference Server, a
software-based multipoint control unit (MCU), and CUseeMe web, a flexible
web-based desktop videoconferencing client technology, work hand-in-hand to
provide maximum flexibility, seamless integration, and scalability, in
combination with outstanding performance, reliability, and features. The
company's desktop conferencing solutions can be integrated seamlessly into
popular enterprise messaging and collaboration environments such as Microsoft
Exchange. CUseeMe Networks partners with resellers, integrators and service
providers to deploy its solutions worldwide. Information about CUseeMe Networks
can be found on the web at http://www.cuseeme.com.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS NEWS RELEASE
CONTAINS FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS
CONTAINING THE WORDS, "BELIEVES," "ANTICIPATES," "EXPECTS" AND WORDS OF SIMILAR
IMPORT, OTHER STATEMENTS ABOUT FIRST VIRTUAL COMMUNICATIONS AND CUSEEME NETWORKS
MANAGEMENTS' FUTURE, EXPECTATIONS, BELIEFS, GOALS, PLANS AND PROSPECTS, AND
STATEMENTS REGARDING THE LIKELIHOOD AND TIMING OF THE CLOSING OF THE MERGER, THE
EXPECTED BENEFITS AND SYNERGIES OF THE MERGER, THE ABILITY OF THE COMBINED
COMPANY TO SUCCESSFULLY DEVELOP AND SUPPLY PRODUCTS AFTER THE MERGER, AND THE
FUTURE GROWTH OF THE MARKETS SERVED BY THE COMPANIES. SUCH FORWARD-LOOKING
STATEMENTS HAVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT
MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF FIRST VIRTUAL
COMMUNICATIONS, CUSEEME NETWORKS, THE COMBINED COMPANY OR INDUSTRY RESULTS TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE,
AMONG OTHERS: RISKS ASSOCIATED WITH DIFFICULTIES IN SUCCESSFULLY INTEGRATING
FIRST VIRTUAL COMMUNICATIONS' AND CUSEEME NETWORKS' BUSINESSES AND
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TECHNOLOGIES; COSTS RELATED TO THE MERGER; FAILURE TO OBTAIN REQUIRED
STOCKHOLDER OR REGULATORY APPROVALS OF THE MERGER; FAILURE OF THE COMBINED
COMPANY TO RETAIN AND HIRE KEY EXECUTIVES, TECHNICAL PERSONNEL AND OTHER
EMPLOYEES; DIFFICULTY OF SUCCESSFULLY MANAGING A LARGE ORGANIZATION; MARKET
ACCEPTANCE OF VIDEO TECHNOLOGY; POTENTIAL INABILITY TO MAINTAIN BUSINESS
RELATIONSHIPS WITH TELECOMMUNICATIONS CARRIERS, DISTRIBUTORS AND SUPPLIERS,
RAPID TECHNOLOGICAL CHANGES; COMPETITION IN THE VIDEO NETWORKING INDUSTRY;
CONSOLIDATION AND COST PRESSURES IN THE VIDEO NETWORKING INDUSTRY, AND OTHER
RISK FACTORS REFERENCED IN FIRST VIRTUAL COMMUNICATIONS' AND CUSEEME NETWORKS'
PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
COMPANIES' RESPECTIVE REPORTS ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,
2000. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS NEWS RELEASE ARE MADE AS
OF THE DATE HEREOF AND FIRST VIRTUAL COMMUNICATIONS AND CUSEEME NETWORKS DO NOT
ASSUME ANY OBLIGATION TO UPDATE THE REASONS WHY ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS.
IMPORTANT INFORMATION WILL BE FILED WITH THE SEC
FIRST VIRTUAL PLANS TO FILE WITH THE SEC A REGISTRATION STATEMENT ON FORM S-4 IN
CONNECTION WITH THE TRANSACTION, AND FIRST VIRTUAL AND CUSEEME NETWORKS EXPECT
TO FILE WITH THE SEC AND MAIL THEIR RESPECTIVE STOCKHOLDERS A JOINT PROXY
STATEMENT/PROSPECTUS IN CONNECTION WITH THE TRANSACTION. THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION ABOUT FIRST VIRTUAL AND CUSEEME NETWORKS, THE TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY
ARE AVAILABLE.
INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC BY FIRST VIRTUAL AND CUSEEME NETWORKS 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 THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS FROM
FIRST VIRTUAL BY CONTACTING JULIA OYKHMAN AT 408.330.7312 , OR FROM CUSEEME
NETWORKS BY CONTACTING RAYCHEL MARCOTTE AT 603.886.0903 X415.
FIRST VIRTUAL AND CUSEEME NETWORKS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND
CERTAIN MEMBERS OF THEIR MANAGEMENT AND EMPLOYEES MAY BE SOLICITING PROXIES FROM
FIRST VIRTUAL'S OR CUSEEME NETWORKS' STOCKHOLDERS IN CONNECTION WITH THE
TRANSACTION. A DESCRIPTION OF ANY INTERESTS THAT FIRST VIRTUAL'S OR CUSEEME
NETWORKS' DIRECTORS AND EXECUTIVE OFFICERS HAVE IN THE TRANSACTION AND THEIR
SECURITY HOLDINGS WILL BE AVAILABLE IN THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT/PROSPECTUS.
WHERE YOU CAN FIND MORE INFORMATION
Investors and security holders are urged to read the Proxy Statement/Prospectus
regarding the proposed merger when it becomes available because it will contain
important information about the transaction.
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The Proxy Statement/Prospectus will be filed with the Securities and Exchange
Commission by First Virtual Communications, Inc. and CUseeMe Networks, Inc.
Investors and security holders may obtain a free copy of the Proxy
Statement/Prospectus (when it is available) and other documents filed with the
Commission at the Commission's web site at http://www.sec.gov. The Proxy
Statement/Prospectus and these other documents may also be obtained for free
from First Virtual Communications, Inc. and CUseeMe Networks, Inc.
First Virtual Communications, Inc. and CUseeMe Networks, Inc., and their
respective executive officers and directors may be deemed to be participants in
the solicitation of proxies from stockholders of First Virtual Communications,
Inc. and CUseeMe Networks, Inc. with respect to the transactions contemplated by
the merger agreement. Information regarding such officers and directors is
included in First Virtual Communications, Inc.'s Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on March 30, 2000 and CUseeMe Networks, Inc.'s Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on March 28, 2000. These documents are available free of charge at the
Securities and Exchange Commission's web site at http://www.sec.gov and from
First Virtual Communications, Inc. and CUseeMe Networks, Inc.
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