1
Filed by Cross Media Marketing Corporation
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: LifeMinders, Inc.
Commission File No: 000-28133
[LIFEMINDERS LOGO]
LIFEMINDERS ACKNOWLEDGES PROPOSAL FROM
ENCORE MARKETING INTERNATIONAL
HERNDON, VA - SEPTEMBER 25, 2001 - LifeMinders, Inc. (NASDAQ: LFMN), in response
to the public announcement by Encore Marketing International, today acknowledged
receiving an acquisition proposal from Encore on August 22, 2001, which was
later revised by Encore on August 31, 2001. During the first week of September,
LifeMinders' Board of Directors considered Encore's offer consistent with its
fiduciary duties and its obligations under LifeMinders' merger agreement with
Cross Media Marketing Corporation (AMEX: XMM). After taking into account all
relevant factors, including advice from its financial advisor, the Board of
Directors did not determine that the Encore proposal was a superior proposal as
defined in the merger agreement. LifeMinders today stated that it would revisit
Encore's proposal in light of current market conditions.
Since signing the merger agreement with Cross Media, LifeMinders has also
received correspondence from other third parties regarding possible
transactions. The LifeMinders Board of Directors has not determined that any of
these communications constitute a superior proposal as defined in the merger
agreement. The LifeMinders Board of Directors will continue to give appropriate
consideration to all communications consistent with the directors' fiduciary
duties to all LifeMinders stockholders and LifeMinders obligations under the
merger agreement with Cross Media.
ABOUT LIFEMINDERS, INC.
LifeMinders, Inc. is an online direct marketer that serves millions of members
by sending highly personalized e-mail messages based on consumers' interests.
These targeted messages are developed from detailed member profiles that are
obtained during the permission-based registration process. LifeMinders, Inc,
LifeMinders.com and the LifeMinders logo are registered trademarks of
LifeMinders, Inc (www.lifeminders.com). For more information about LifeMinders,
visit the Investor Relations section of www.lifeminders.com or email
aabraham@lifeminders.com.
2
ADDITIONAL INFORMATION
In connection with the merger, Cross Media and LifeMinders have filed a joint
proxy statement/prospectus with the Securities and Exchange Commission.
Investors and securityholders of both Cross Media and LifeMinders are invited to
read the joint proxy statement/prospectus regarding the business combination
transaction referenced in the foregoing information, when it becomes available.
Cross Media and LifeMinders expect to mail a joint proxy statement/prospectus
about the transaction to their respective stockholders. Investors and
securityholders may obtain a free copy of the joint proxy statement/prospectus
(when available) and other documents filed by the companies free of charge from
the Securities and Exchange Commission's web site at http://www.sec.gov.
LifeMinders and its officers and directors may be deemed to be participants in
the solicitation of proxies from LifeMinders' stockholders with respect to the
approval of the transactions contemplated by the merger agreement. Information
regarding such officers and directors will be set forth in the joint proxy
statement/prospectus.
Cross Media and its officers and directors may be deemed to be participants in
the solicitation of proxies from stockholders of Cross Media with respect to the
approval of the transactions contemplated by the merger agreement. Information
regarding such officers and directors will be set forth in the joint proxy
statement/prospectus.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements that involve risks and
uncertainties, including the risks related to the proposed merger between
LifeMinders and Cross Media. More information about potential factors that could
effect the success of the proposed merger are included in Cross Media's
registration statement on Form S-4 filed with the Securities and Exchange
Commission. Additionally, certain statements contained herein and in the
information posted on the web sites of LifeMinders and Cross Media that are not
based on historical fact are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. LifeMinders and Cross
Media intend that such forward-looking statements will be subject to the safe
harbor created thereby. These forward-looking statements relate to certain
operational matters of LifeMinders and Cross Media, and are based on current
expectations of management but involve certain risks and uncertainties. The
actual results, performance or achievements could differ materially from the
results, performance or achievements projected in, or implied by, such
forward-looking statements as a result of these risk factors. These factors are
described in detail in each of the company's respective filings with the
Securities and Exchange Commission, including, where applicable, their most
recent filings on Forms 10-K or 10-KSB, Forms 10-Q or 10-QSB, and Form 8-K, and
the registration statement on Form S-4 filed by Cross Media. LifeMinders' and
Cross Media's filings with the SEC are available to the public from commercial
document-retrieval services and at the web site maintained by the SEC free of
charge at http://www.sec.gov. Neither LifeMinders nor Cross Media assumes any
responsibility to update the information included in this press release or on
its respective web site, whether as a result of new information, future events
or otherwise.
CONTACT INFORMATION:
Allison Abraham
LifeMinders, Inc.
aabraham@lifeminders.com
703-885-1315