Filed by Terra Networks, S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Lycos, Inc.
Commission File No. 0-27830
Terra Networks, S.A. Slide Presentation
[terra LYCOS Logo]
The Creation of a Global Leader in
Internet, New Media and
Communications
[Telefonica Logo] [Bertelsmann Logo]
Safe-Harbor Statement
This presentation contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations or
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this
release address the following subjects: expected date of closing the merger;
future financial and operating results; and timing and benefits of the merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk
that the Terra's and Lycos's businesses will not be integrated successfully;
costs related to the merger; failure of the Terra or Lycos stockholders to
approve the merger; inability to further identify, develop and achieve success
for new products, services and technologies; increase competition and its
effect on pricing, spending, third-party relationships and revenues; inability
to establish and maintain relationships with commerce, advertising, marketing,
technology, and content providers.
For a detailed discussion of these and other cautionary statements, please
refer to Terra's filings with the Securities and Exchange Commission, including
the Risk Factors section of Terra's F-1 filing that became effective in
November 1999, and Lycos's filings with the Securities and Exchange Commission,
including the section titled "Factors Affecting the Company's Business,
Operating Results and Financial Condition" of the Management's Discussion and
Analysis in its From 10-K for the year ended July 31, 1999 and the Risk Factors
section of Lycos's S-3 filing that became effective in March, 2000.
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will
contain important information. The joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by Terra and Lycos. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when it is available) and other documents filed by Terra
and Lycos with the Commission at the Commission's web site at www.sec.gov. The
joint proxy statement/prospectus and these other documents may also be obtained
for free from Terra.
Mission Statement
To be the leading global provider of
Access
Content
and Commerce
Terra Lycos: a Four-Part Value Creation Package
[GRAPHIC OMITTED]
Merger between Euro 2.2bn capital
Terra and Lycos injection underwritten by
Telefonica
Alliance with Mobile Portal
Bertelsmann Alliance with
Telefonica Moviles
Transaction Summary
Exchange Ratio: $97.55 dollars for every Lycos share
Collar: Symmetrical 20%
Structure: Tax free exchange of shares
Accounting: Purchase
Listing: Madrid, NASDAQ
Closing Conditions: Shareholder votes
Regulatory approval and other customary conditions
Expected Closing: Calendar 3Q '00
[Telefonica Logo] [Bertelsmann Logo]
Telefonica will underwrite a Euro 2.2 Bertelsmann commits to a broad
Billion Terra rights offering at world-wide alliance and enters
Euro 62.00, to be closed prior to the multi-year commerce agreement
closing
Telefonica Moviles will form a joint
venture with Terra Lycos for a global
wireless unit.
Description of the Collar
Acquisition Amount of Implied Implied
Terra Price per New Terra Lycos Lycos
Average Lycos Exchange Shares to Market Market % Lycos/
Price(a) Share Ratio(b) be Issued(m) Cap(d) Cap(d) % Terra
------- ----------- -------- ----------- ------- ------- -------
Above
Upper
End >$68.06 >$97.55 1.433x 191.8 >$13.1bn >$21.7bn 38%/62%
Upper
End $68.06 $97.55 1.433x 191.8 $13.1bn $21.7bn 38%/62%
Central
Reference $56.72 $97.55 1.720x 230.1 $13.1bn $18.1bn 42%/58%
Lower
End $45.37 $97.55 2.150x 287.7 $13.1bn $14.5bn 47%/53%
Below
Lower
End <$45.37 <$97.55 2.150x 287.7 <$13.1bn <$14.5bn 47%/53%
o Average closing price of Terra shares for the ten days ending on the tenth
day prior to the closing date of the transaction
o Number of Terra shares per each Lycos share
o Assuming 133.8 million fully diluted Lycos shares
o Including the shares issued in the forthcoming $2bn rights issue (i.e.
35.6 million shares)
Analysis of
Relative Contributions
Terra Lycos Combined
Proportion Terra/Lycos (%)
Upper End Collar $21.7bn 62.5% 37.5% $13.1bn $34.8bn
Agreed Exchange Ratio $18.1bn 58.1% 41.9% $13.1bn $31.2bn
Lower End Collar $14.5bn 52.6% 47.4% $13.1bn $27.5bn
Revenues (US$M)
LTM 133 29.7% 70.3% 315 448
2000E(a) 155 32.6% 67.4% 321 476
2001E(b) 279 38.7% 61.3% 442 720
Unique Visitors ('000) 11,700 26.2% 73.8% 32,900 44,600
Daily Page Views (M) 26 17.7% 82.3% 120 146
Market Capitalisation (US$M)
As of 15 May 2000 16,138 66.3% 33.7% 8,194 24,332
Max 90 Days 39,725 79.3% 20.7% 10,355 50,080
Min 90 Days 14,542 76.2% 23.8% 4,537 19,080
o Analyst consensus
Terra Lycos Leadership
o Senior Management
- Chairman: Juan Villalonga
- CEO: Bob Davis
- COO: Abel Linares
- CFO: Ted Philip Strong Incentive
Program to Retain
o Board of Directors Talent
- 14 Total (of which, 7 independent),
11 from Telefonica/Terra and 3
from Lycos
Key Investment Highlights
o Creation of a unique global Internet player
o Valuable strategic partners: Telefonica and Bertelsmann
o Geographical complementarity
o Rebalanced revenue mix and complementary skills
o Access + Content: at the forefront of convergence
o Strong content base
o 49% of mobile multi-access portal
o A "must buy" network for advertisers and e-commerce partners
o Substantial synergy potential
o Strong management team
Terra Lycos: A Global Leader in Key Internet Regions
[GRAPHIC OMITTED]
Canada #1 Western Europe #2
Japan #2
U.S. Hispanic #1
Korea #1
Total U.S. #4
Latin America #1 Asia Pacific #1
o Global presence in 37 countries
o 175 Million page views per day
o 3# Internet company in the world
The Global Convergence Race
The only company with...
[terra LYCOS Logo]
- -------------------------------------------------------------------------------
Global Present x
Content x
Fixed Telephony x
Wireless x > At the forefront of the
ADSL x convergence of media and
Cable x communications globally
Satellite x
Multi Access Platform x
The Terra Lycos Value Proposition
Providing Aggregating Offering Rich Monetizing
Access Audience Content Traffic
Terra Libre terra QUOTE.COM Lyco Shop
Lycos Free LYCOS Gamesville WINGSPANBANK.COM
Commundo HOTBOT terra BARNES & NOBLE
Terra Line Angelfire sonique BBVA
Terra Premium tripod invertia.com DeRemate.com
Wired News Amadeus
Big Brother
LYCOS Zone
Terra Lycos:
High Value-Added Content
[Telefonica Logo] [terra [Bertelsmann Logo]
MEDIA TYCOS
Logo]
o #1 Broadcast TV in o World's 3rd Largest
Spain & Argentina Media Conglomerate
o #2 Pay TV in Spain Present in 54
& Argentina Countries
o Radio o Active in:
- New Media
[Endemol Logo] - Book publishing
- Music
o Leading independent - TV broadcasting
TV producer in the - Periodicals
Netherlands, Spain,
Italy, Portugal,
Poland & Scandinavia
A "Must Buy" Network for Advertisers and
e-commerce Partners
o Global coverage and content
o Multi-national advertising platform
o Only leading global English and Spanish Internet company
o Improved content will yield increased stickiness
o Sales staff of 300+
Alliance with Telefonica
Terra Lycos: Multiple Access Through Strategic Alliance with Telefonica
Fixed Telephony
Cable
Wireless
Broadband
[Telefonica Logo] [Telefonica Logo] Telefonica Servicios
MEDIA Moviles, S.A.
o 40 Mil. lines o 2.3 Mil. Subscribers o 20 Mil. Subscribers
o ADSL o Cable Broadband o Wireless Broadband
62.3 Mil. Total
Creation of Wireless
Multi Access Portal (MAP)
o Joint Venture Terra Lycos
(49%) & Telefonica
Moviles (51%)
o Access through
wireless platform
o Content distribution
Telefonica Servicios to 20 million customers [terra LYCOS Logo]
Moviles, S.A.
o Realtime E-Commerce
o Anytime Anyplace
o Killer applications
Alliance with Bertelsmann
[Bertelsmann Logo] Strategic Alliance [terra LYCOS Logo]
o Bertelsmann commits to acquire advertising, placement and integration
services from Terra Lycos Worldwide
o Terra Lycos gain access to Bertelsmann's catalogue of books, music,
television, film and other media content, on preferred terms
o Bertelsmann and Terra Lycos will also be working cooperatively to develop
platforms for digital delivery of both music and books
The Third Largest Media Conglomerate Worldwide
[Bertelsmann Logo]
o Presence in 54 countries worldwide
o #1 publishing house worldwide (Random House)
o #1 TV producer worldwide, #1 TV distributor in Europe (CLT-UFA/Pearson TV)
o #1 magazine publisher in Europe (Gruner + Jahr)
o #4 music company in the world (BMG Entertainment)
o #1 professional information in Germany (Bertelsmann Springer)
o #1 in clubs worldwide and #2 in media e-commerce worldwide
(Bertelsmann Direct)
o #1 printing house in Europe and #1 in distribution/services
(Bertelsmann Arvato)
Rebalanced Revenue Mix
[GRAPHIC OMITTED]
[terra Logo](a)
e-Commerce Advertising Other Access
2% 20% 14% 68% Other Access e-Commerce Advertising
5% 23% 24% 48%
>
[LYCOS Logl](b)
e-Commerce Advertising
35% 65%
o 3 months ending 31st March 2000
o 3 months ending 31st January 2000
Geographical Complementarity
[GRAPHIC OMITTED]
[terra Logo] [LYCOS Logo] [terra LYCOS Logo]
Terra Lycos Presence
in Growth Regions
1999-2003E CAGR (%)(a)
27% 37% 31% 23% 22%
World Latin America Asia U.S. Europe
#3 #1 #1,#3 #1,#4 #2
(a) Number of Internet users.
Source: International Data Corporation
Synergies and Value
Creation Potential
o Advertising revenues
Revenue o Cross fertilization of content
Synergies o e-commerce
o Bertelsmann alliance
o Lycos potential expansion into Spanish & Portuguese world
Avoided o Terra's potential further expansion into the US
Investments o Terra's potential expansion into Europe
Mobile o Potential access subscribers in 18 months = 4m
Portal o Current value of Terra with 2 million access
subscribers = >$12 bn
The Creation of a Global Leader in
Internet, New Media and Communications
Global presence 37 countries
Scale(a) 175 Million page views per day
More than 40 Million unique visitors
$500 Million -- 2000E revenues
Strong Cash Position C2.2bn rights issue
Growth in Major Areas(b) Latin America 37%
Asia 31%
U.S. 23%
Europe 22%
Diversified Revenues Advertising 52%
ISP 26%
E-Commerce 22%
Strategic Alliances Telefonica
Bertelsmann
Broadband Access ADSL
Cable
Satellite
Wireless
o Pro-forma information
o # of Internet users
[terra LYCOS Logo]
The Creation of a Global Leader in
Internet, New Media and
Communications
[Telefonica Logo] [Bertelsmann Logo]