EXHIBIT 99.1
DESKTOP DATA AND INDIVIDUAL ANNOUNCE MERGER
INDUSTRY PIONEERS WILL COMBINE INTO $75 MILLION POWERHOUSE IN CUSTOMIZED
ELECTRONIC NEWS DELIVERY
Burlington, Mass. -- November 3, 1997-- Desktop Data, Inc. (Nasdaq: DTOP) and
Individual, Inc. (Nasdaq: INDV) announced a definitive agreement to merge and
form a new company, NewsEDGE Corporation. The merger brings together two
pioneers of personalized news for business and financial professionals and will
result in a powerful combination of complementary products, services,
capabilities, and distribution channels.
Both founded in 1989, Desktop Data and Individual have defined the fast growing
"news integration" market, currently expanding at a rate of 35 percent per year.
Desktop Data excels in delivering real-time news and information to enterprises
via intranets, local area and wide area networks. Individual is the pioneer in
electronic personalized business information services, with products available
to organizations and to individuals, via intranets, groupware, the Internet and
e-mail. Combined, the two companies will become the clear market leader with
more than 2,000 information sources under license, delivering more than 50,000
stories daily to more than 840,000 paid, registered, or authorized readers.
TERMS OF THE AGREEMENT
Approved unanimously by both companies' Boards of Directors, the merger calls
for shares of Desktop Data common stock to be exchanged for all outstanding
shares, options and warrants of Individual on the basis of one share of Desktop
Data common stock for each two shares of Individual common stock. The
transaction will be accounted for as a pooling of interests and is structured to
qualify as a tax-free reorganization. Completion of the transaction is subject
to customary conditions, including approval by the stockholders of both Desktop
Data and Individual.
The board members and key management of each company have agreed to vote their
shares in favor of the merger. Furthermore, each company has granted the other
an option to purchase newly issued shares equal to approximately 20 percent of
the current outstanding stock, exercisable upon certain events. The merger is
expected to close in the first quarter of 1998, and at that time, Desktop Data
will be renamed NewsEDGE Corporation.
Under the agreement, Donald L. McLagan, Desktop Data's founder and CEO, will
serve as chairman, president and CEO of the new company. Michael E. Kolowich,
president, chairman and CEO of Individual, will be named vice chairman of
NewsEDGE Corporation and will head the new company's transition team.
"This combination will accelerate the pace of innovation in an already fast-
paced market," said Kolowich. "Our customers, partners, investors, and
employees will benefit enormously as we jointly create the next generation of
products and meld our sales and service organizations. Our technologies and
operations are highly complementary, and the physical proximity to each other
will facilitate rapid fusion of our teams and work. In NewsEDGE Corporation,
we're creating the clear leader in news integration."
Complementary Strengths and Experience
In the past eight years, Desktop Data has built a strong reputation for
delivering real-time news to corporations, financial institutions, government
agencies and publishers. The company has more than 400 enterprise customers who
receive constantly-updated news on their company intranets, LANs and WANs.
Headquartered less than a mile away, Individual has developed highly
personalized news packages for both individual and enterprise settings. Its
First!, NewsPage and HeadsUp products rely on a staff of industry-expert editors
and powerful filtering technology to churn through tens of thousands of news
items daily, yielding an extremely precise and relevant news package, organized
by topic, industry, and company.
"NewsEDGE Corporation will combine expertise and energies as well as software
and services," said McLagan. "Desktop Data has developed leadership in the
enterprise news market, combined with a management focus on profits, cash and
predictability. Individual has broken important new ground on the Internet with
personalization, editorial enhancement, usability of integrated news, and a
successful advertising model in one of the Internet's earliest success stories.
We will leverage our innovation, focus and execution to create a leadership
position for NewsEDGE."
LEADERSHIP IN COMBINATION
The two companies forming NewsEDGE Corporation have reported $75 million in
revenues in the 12 months ending September 30, 1997, growing 35 percent over the
same period a year earlier. As of September 30, 1997, the companies together
had $61 million in cash, cash equivalents, and investments in marketable
securities, and $2.5 million in debt and long-term obligations.
Pro forma consolidated results indicate that for the nine month period ended
September 30, 1997, the two companies would have reported an operating loss of
approximately $8.0 million, excluding mergers, acquisitions and disposition
expenses of approximately $5.0 million. Negative cash flow from operations for
the same nine-month period was approximately $1.0 million, excluding the effect
of mergers, acquisitions and dispositions. McLagan and Kolowich observed that
the new management team expects 1998 will be a year of investment and
integration for NewsEDGE. "We will begin planning immediately the integration
of the two organizations and product lines," McLagan stated. "It will be a huge
effort, but will result in a clear understanding of how we can use the strengths
of our combined portfolios to best serve our customers."
Both CEOs confirmed that they are committed to a growth track and profitability
for the combined entity. "Our vision for NewsEDGE is that it must be more than
a market leader. It must become a rapidly expanding and profitable business
with the potential for enhanced returns to shareholders," Kolowich said. "The
work we do now will position us to realize this vision."
The combined workforce of 436 is located at the companies' headquarters in
Burlington, Massachusetts, and in offices around the world, and features a
combined customer service organization of 225 professionals to market and
support its services to major companies and institutions. A combined
development staff of 101 is the world's most experienced in creating server,
client, and infrastructure software for integrating, filtering, personalizing,
and presenting vital news to business professionals.
Integrating the companies will involve working with customers to refine the
design of a next generation news service, and developing plans to leverage and
integrate customer sales and service, OEM and partner sales, and professional
services.
"Between our companies, there is enough technology, customer momentum, subject-
matter expertise, and experience in handling high-volume information flows to
build a sustainable competitive advantage and clear leadership. We will emerge
as the 'go-to' news integrator during this time of industry consolidation," said
McLagan.
MERGER INFORMATION ON THE WEB
The companies forming NewsEDGE Corporation have created a new website with
information on the companies, executives, and announcements relating to the
merger,
including screen shots and high-resolution photographs. The site may be found
at http://newsedgecorp.individual.com or http://newsedgecorp.desktopdata.com.
ABOUT INDIVIDUAL, INC.
Founded in 1989, Individual, Inc. is a pioneer and leading innovator of
electronic personalized business information services. Through its exclusive
information retrieval, filtering, and delivery technologies, Individual brings
highly relevant, precisely targeted business news, information, and advertising
to more than 2 million paid, registered, or licensed readers worldwide,
authorized readers including more than 1.4 million additional paid news readers
through Internet Service Providers. Individual's services include: First!,
Individual NewsPage (http://www.newspage.com), HeadsUp, Hoover, CompanyLink and
ClariNews. Individual's business partners include Lotus, Knight-Ridder,
Microsoft Corp., NETCOM, Netscape, and Toshiba.
ABOUT DESKTOP DATA
Founded in 1988, Desktop Data, Inc. is the independent leader in enterprise
delivery of real-time news and information. Desktop Data operates as a value-
added news integrator to organizations. The company's unique combination of
diverse, authoritative content, innovative on-line delivery technologies, and
customization and support services empower its clients to transform news and
information into a centrally-managed, competitive business resource. Desktop
Data's flagship product, NewsEDGE, is used by nearly 170,000 business
professionals in over 400 corporations, financial institutions and government
offices worldwide. Desktop Data is headquartered in Burlington, Massachusetts,
with sales offices throughout North America and Europe.
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Certain of the above statements, including, without limitation, any statements
regarding the combined entity's expectations for future growth in revenues and
users and achievement of profitability are forward looking statements that
involve risks and uncertainties. Actual results could differ materially as a
result of a variety of factors, including: dependence on the NewsEDGE Service,
news providers, news transmission sources and key personnel, changes in the
rapidly evolving market for customized business information services, changes in
the mix of revenue sources including risks associated with achieving larger
corporate sales, risks of technological change and new product introductions,
risks associated with acquisitions including ClariNet Communications and
CompanyLink, competitive developments, and the risk factors described from time
to time in the SEC reports of Individual, Inc. and Desktop Data, Inc.
NewsEDGE and NewsObjects are trademarks of Desktop Data, Inc. NewsPage, First!,
CompanyLink, ClariNews, Hoover and HeadsUp are trademarks of Individual, Inc.
All other trademarks contained herein are the property of their respective
owners.