Filed by: McLeodUSA Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Intelispan, Inc.
Commission File No.: 000-30359
[The following is the text from a press release dated March 19, 2001 which
reported the acquisition of Intelispan, Inc.]
[McLeodUSA logo] [Intelispan logo]
McLeodUSA Incorporated Intelispan, Inc.
McLeodUSA Technology Park 1720 Windward Concourse
6400 C Street SW, PO Box 3177 Suite 100
Cedar Rapids, IA 52406-3177 Alpharetta, GA 30005
Investor Contact: Bryce E. Nemitz Investor & Press Contact: Ponder Harrison
Press Contact: Bruce A. Tiemann pharrison@intelispan.net
mcleodusa_ir@mcleodusa.com ------------------------
-------------------------- www.intelispan.com
Phone: (319) 790-7800 ------------------
Fax: (319) 790-7767 Phone: (678) 256-0300
Fax: (678) 256-0301
FOR IMMEDIATE RELEASE
McLeodUSA to Acquire Intelispan
Acquisition Strengthens McLeodUSA
Virtual Private Network Products and Services
Cedar Rapids, Iowa and Atlanta, Georgia - March 19, 2001 - McLeodUSA
Incorporated (Nasdaq: MCLD) and Intelispan, Inc. (OTC BB: IVPN) jointly
announced today they have signed a definitive merger agreement under which
McLeodUSA will acquire Intelispan. The stock-for-stock transaction, which
involves approximately $40 million of McLeodUSA common stock, provides
McLeodUSA with a superior suite of Virtual Private Network (VPN) products and
services. Upon closing, Intelispan will become a wholly-owned subsidiary of
McLeodUSA Incorporated, managed by the McLeodUSA Network Services team led by
Roy Wilkens. The new subsidiary, as well as its product and service
portfolio will transition to the McLeodUSA name. The McLeodUSA One
Functional NetworkSM will carry VPN products and services to current
customers of Intelispan and to McLeodUSA customers nationwide.
Under the terms of the transaction, which have been approved by the Boards of
Directors of both companies, Intelispan shareholders will receive
approximately 0.03 of a share of McLeodUSA Class A common stock for each
share of Intelispan common stock. McLeodUSA will issue up to 3.5 million new
shares in order to complete the transaction. The transaction will be
accounted for as a purchase and is expected to qualify as a tax-free
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reorganization. Closing is anticipated during second quarter 2001. Closing
is subject to approval by the shareholders of Intelispan as well as other
customary closing conditions.
"This combination will strengthen the data product offerings the rapidly
growing McLeodUSA sales force will be able to offer to our business and
wholesale customers," said Roy Wilkens, President and CEO of McLeodUSA
Network Services. "The team at Intelispan has created a VPN product
portfolio that we believe to be `best in class.' Two differentiating
features, the `Automated Diagnostic Tool' and the `One Button Dialer,' reduce
set-up and ongoing telecommunications costs to business customers. The
versatility and security of VPNs allow corporate America to expand the walls
of the corporate enterprise to anywhere the workforce requires access.
Intelispan has led the way in creating a superior set of VPN-related products
and services, providing secure e-mobility to business customers."
"We are pleased to be joining forces with the highly respected team at
McLeodUSA," said Intelispan CEO Lee Provow, who will assume a senior
management role at McLeodUSA upon closing. "Several of the senior management
team at Intelispan have worked with Roy Wilkens and his team in the past at
other telecom ventures and we are excited about the opportunity to join
forces once again. I believe there is real power in combining the McLeodUSA
data network with the Intelispan VPN product suite. Current and future
customers will begin to see the benefit of this merger within a very few
months."
About McLeodUSA
---------------
McLeodUSA, one of the nation's top telecommunications companies, provides
selected telecommunications services to customers nationwide. Integrated
communications services including local services are currently available in
many Midwest, Southwest, Northwest and Rocky Mountain states; long distance,
advanced data and Internet services are available in all 50 states.
McLeodUSA is a facilities-based telecommunications provider with 396 ATM
switches, 50 voice switches, approximately 1.1 million local lines and more
than 10,700 employees.
The Company's network is capable of transmitting integrated next-generation
data, Internet, video and voice services, reaching 800 cities and 90 percent
of the U.S. population. In the next 12 months, McLeodUSA plans to distribute
33 million telephone directories in 26 states, serving a population of 56
million. McLeodUSA is a Nasdaq-100 company traded under the symbol MCLD.
The Company's Web site is available at www.mcleodusa.com.
-----------------
About Intelispan
----------------
Intelispan is a managed network solutions company specializing in secure
business-to-business communications. Targeted at emerging and traditional
companies and divisions experiencing high growth and rapid transition in the
new economy, the company's total managed network solutions provide complete,
turnkey development and management of next-generation communications networks
on an outsourced basis.
Utilizing a comprehensive suite of solutions built around secure Internet
Protocol (IP) networking, Intelispan provides a full line of virtual private
networks (VPNs), as well as advanced network design, enterprise class network
monitoring and project management. The
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company also designs, builds and services data communications networks. More
information about Intelispan can be found on its Internet site at
www.intelispan.com.
------------------
Some of the statements contained in this press release discuss future
expectations, contain projections of results of operations or financial
condition or state other forward-looking information. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The "forward-looking" information is based on various factors and
was derived using numerous assumptions. In some cases, you can identify these
so-called forward-looking statements by words like "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"projects," "potential," or "continue" or the negative of those words and other
comparable words. You should be aware that those statements only reflect the
predictions of McLeodUSA. Actual events or results may differ substantially.
Important factors that could cause actual events or results of McLeodUSA to be
materially different from the forward-looking statements include availability of
financing and regulatory approvals, the number of potential customers in a
target market, the existence of strategic alliances or relationships,
technological, regulatory or other developments in the industry, changes in the
competitive climate in which McLeodUSA operates and the emergence of future
opportunities. These and other applicable risks are summarized under the
caption "Risk Factors" in the McLeodUSA Rule 424 Prospectus Supplement dated
January 4, 2001 which is filed with the Securities and Exchange Commission.
Intelispan and its directors and executive officers may be deemed to be
participants in the solicitation of proxies of Intelispan's shareholders to
approve the transaction. A detailed list of the names and interests of
Intelispan's directors and officers is contained in Intelispan's Prospectus
dated February 1, 2001 which is filed with the Securities and Exchange
Commission.
A Registration Statement relating to the McLeodUSA securities to be issued in
the merger has not yet been filed with the Securities and Exchange Commission.
The securities may not be sold nor may offers to buy be accepted prior to the
time the applicable Registration Statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
McLeodUSA and Intelispan will file a proxy statement / prospectus and other
documents regarding the proposed business combination transaction referenced in
the foregoing information with the Securities and Exchange Commission.
Investors and security holders are urged to read the proxy statement /
prospectus, when it becomes available, because it will contain important
information. A definitive proxy statement / prospectus will be sent to security
holders of Intelispan seeking their approval of the transaction. Investors and
security holders may obtain a free copy of the definitive proxy statement /
prospectus (when they are available) and other documents filed by McLeodUSA and
Intelispan with the Commission at the Commission's web site at www.sec.gov. The
definitive proxy statement / prospectus and other documents may also be obtained
for free by directing a request to:
Intelispan or McLeodUSA
1720 Windward Concourse PO Box 3177
Suite 100 Cedar Rapids, IA 52406-3177
Alpharetta, GA 30005 Attn: Investor Relations
Attn: Investor Relations 319-790-7800
(678) 256-0300
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