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Filed by ChoicePoint Inc.
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: DBT Online, Inc.
Commission File No. 001-13333
On February 14, 2000, ChoicePoint Inc., a Georgia corporation
("ChoicePoint"), and DBT Online, Inc., a Pennsylvania corporation ("DBT
Online"), jointly issued the following press release:
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY CHOICEPOINT INC. AND DBT
ONLINE, INC. ON FEBRUARY 14, 2000.
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: Bari Love
ChoicePoint
(404) 221-1188
bl@fletchermartin.com
CHOICEPOINT(TM) AND DBT ONLINE UNITE TO BECOME LEADING PROVIDER OF ON-LINE
AND ON-DEMAND PUBLIC RECORDS IN THE U.S.
-- Companies sign definitive agreement; working toward Q2 effective date --
ALPHARETTA, GA. and BOCA RATON, FL., February 14, 2000 - ChoicePoint
Inc. (NYSE:CPS) and DBT Online, Inc. (NYSE:DBT) announced today they have signed
a definitive agreement to combine the two entities into a single organization
serving the public record information needs of U.S. businesses, government
agencies and consumers. The agreement, which is subject to shareholder approval
and regulatory review, and is expected to be effective sometime in the second
quarter of this year.
Per the agreement, ChoicePoint will acquire all of the outstanding
capital stock of DBT Online with newly-issued shares of ChoicePoint's common
stock in a pooling-of-interest transaction that is expected to be tax-free to
shareholders. DBT shareholders will receive 0.525 shares of ChoicePoint stock
for every share of DBT, and will own an estimated 26.3% of the combined entity.
After the transaction is completed, the companies will operate under the name
ChoicePoint and will be traded under the symbol CPS on the New York Stock
Exchange with approximately 40.5 million shares outstanding and a combined
market cap of approximately $1.6 billion.
"In today's technology-driven world where organizations and individuals
are increasingly dependent on a number of anonymous, disparate relationships,
there is a growing need for quality information. Our customers want to
understand and assess those with whom they are doing business, and the risks
associated with those relationships. We want to be the company at the center of
these important decisions," commented Derek Smith, ChoicePoint chairman and CEO.
"DBT's leadership and expertise in the on-line civil public record business
significantly enhances our current offerings and accelerates our ability to
serve this ever emerging market for information."
DBT, one of the largest on-line civil public record information
providers in the U.S., brings to ChoicePoint a strong market position,
experienced Board leadership, and significant data, technology and human
resources. These strengths, combined with ChoicePoint's leadership position in
both the insurance industry and in the public records arena, will create a
powerful new resource for businesses, governments and individuals. The two
companies will focus on the responsible use of information to help their
customers make better, more informed decisions that matter to their business or
personal well-being.
"We are excited about the opportunity to expand our offerings beyond
our core public record products to more full-service decision-making information
tools for our customers," said Ron Fournet, president and CEO of DBT. "We
believe the merger with ChoicePoint will create long-term value for our
shareholders and increased opportunities for our employees." Post-transaction,
Mr. Fournet is expected to join ChoicePoint as chief information and technology
officer, as well as play a significant role in the merging of the two companies.
The Board of Directors of the combined company is expected to include four
outside members from the current ChoicePoint Board, Messrs Frank Borman, Charles
G. Betty, Kenneth G. Langone and Bernard Marcus from the current DBT Board, and
two members from ChoicePoint's management team.
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The agreement, which has already been approved by both companies Boards
of Directors, is subject to approval by ChoicePoint and DBT shareholders, as
well as regulatory review, including Hart-Scott Rodino. Pending these approvals,
the completion of the deal is expected during the second quarter of this year.
No assurance can be given that this agreement will result in a transaction.
Robinson-Humphrey served as financial advisor to ChoicePoint and Credit
Suisse First Boston served as financial advisor to DBT Online.
ChoicePoint is a leading provider of decision-making intelligence to
businesses and government agencies. Through the identification, retrieval,
storage, analysis and delivery of data, the company serves the information needs
of the property and casualty insurance market, the life and health market, and
the business and government markets, including Fortune 1000 corporations,
asset-based lenders and professional service providers, and local, state and
federal governments. ChoicePoint is committed to the responsible use of
information and the protection of personal privacy as fundamental planks of its
business model. For more information about ChoicePoint, visit
www.choicepointinc.com.
DBT Online, Inc. (www.dbtonline.com) is a leading nationwide provider
of organized online public records data and other information. DBT believes that
its database is one of the country's largest depositories of public records and
other public information, containing more than 6 billion records and more than
27 terabytes of data storage capacity. DBT's customers use its online
information services to detect fraudulent activity, assist law enforcement
efforts, locate people and assets, and verify information and identities, as
well as many other purposes. DBT currently has more than 14,000 customers,
consisting primarily of insurance companies, law firms, private investigators,
and law enforcement and government agencies.
ChoicePoint and DBT undertake no obligation to release publicly any revisions to
any forward-looking statement contained herein to reflect events or
circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events. The companies' actual results may differ materially from
those projected in forward-looking statements made by, or on behalf of, the
companies.
# # #
ChoicePoint and DBT Online will be filing a joint proxy statement/
prospectus and other relevant documents concerning the merger with the United
States Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will
be able to obtain the documents free of charge at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by ChoicePoint will be
available free of charge from the Secretary of ChoicePoint at 1000 Alderman
Drive, Alpharetta, Georgia 30005, Telephone 770-752-6000. READ THE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.