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EXHIBIT 99.1
IPIX AND BAMBOO.COM ANNOUNCE DEFINITIVE
MERGER AGREEMENT -- NEW COMPANY TO BE LEADING PROVIDER OF
INTERACTIVE VISUAL CONTENT FOR THE INTERNET
Interactive Pictures (Nasdaq: IPIX - news), a world leader in immersive
imaging for the Internet and bamboo.com (Nasdaq: BAMB - news), a leading global
full service provider of 360-degree virtual home tours, today announced they
have signed a definitive agreement to merge in a stock-for-stock merger of
equals transaction. The new company will be the premier provider of interactive
visual content for the Internet, serving the real estate, travel and
hospitality, e-commerce, electronic publishing, government, education and
entertainment markets.
Key benefits of the merger include:
- Accelerating the awareness and market adoption of immersive
photography and establishing a industry standard for virtual
tours.
- Expanding the new company's market position significantly as a
result of the combined distribution channels and salesforce
- Creating a leading industry provider through the complementary
technologies and organizations of two market leaders
- Providing opportunities for significant revenue acceleration that
will enhance shareholder returns
Under the terms of the agreement, which has been approved by both
Boards of Directors, holders of IPIX common stock will receive a fixed ratio of
1.3690 shares of common stock of BAMB for each share of IPIX held. As a result,
BAMB and IPIX shareholders will each own approximately 50% of the combined
company. As of Monday's close, the total market cap of the combined company is
approximately $850 million. Following the completion of the merger, Jim
Phillips, Chairman and CEO of IPIX, will be the Chairman and CEO of the new
company. The new company's principal headquarters will be Oak Ridge, Tennessee
with co-headquarters in Palo Alto, California. The transaction will be accounted
for as a pooling of interests and be treated as a tax-free exchange subject to
SEC approval. Closing of the transaction is anticipated in the first quarter of
2000, subject to shareholder approval of both companies, appropriate government
approval and other customary conditions.
Jim Phillips, Chairman and CEO of IPIX stated, "We are very excited
about the combination of our companies as it brings together the two leaders in
Internet imaging, enabling us to dramatically accelerate the adoption of IPIX
technology for business and consumer applications. The addition of bamboo.com's
distribution capabilities, seasoned salesforce and strategic relationships in
the real estate industry enhances our collective position in the marketplace. In
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addition, we believe bamboo.com's full service production model, back-end
processing systems, viewer capabilities and customer/technical service, combined
with IPIX's patent technology will strengthen our presence in other key vertical
markets including e-commerce, travel and hospitality, education and
entertainment. By joining the complementary capabilities of both companies, we
are creating a strong foundation to capitalize on the explosive growth of
imaging on the Internet."
Kevin B. McCurdy, founder of bamboo.com, commented, "bamboo.com has
established itself as a leader in the virtual tour industry. With the combined
resources and shared vision of bamboo.com and IPIX, the new company will be an
industry leader in many key vertical markets. We believe this merger will
substantially enhance our growth and create a powerful force in an emerging
industry. As both companies have demonstrated an ability to successfully
penetrate the markets we serve, together we will have the systems, technology
and human resources to remain at the forefront of the industry."
J.P. Morgan acted as financial advisor for IPIX and Robertson Stephens
and Prudential Securities acted as financial advisor for bamboo.com.
About bamboo.com:
Based in Palo Alto, California, bamboo.com (Nasdaq: BAMB - news) is a
leading provider of Internet-based 360-degree virtual tours on the Internet.
bamboo.com maintains key relationships with major real estate Websites and
multiple listing service (MLS) providers, including HomeStore.com, REALTOR.com,
HomeSeekers.com, Microsoft HomeAdvisor, HOMES.com, CyberHomes, LoopNet, Moore
Data Services and GTE. As a result of these alliances, bamboo.com(TM) Virtual
Tours can currently be viewed on America Online (AOL), Yahoo!, Microsoft Network
(MSN), Excite, Netscape Netcenter, GO Network/InfoSeek, NBC, The Wall Street
Journal Interactive Edition and others. Company investors include Intel
Corporation, Trident Capital, the Walden Group and VantagePoint Venture
Partners.
About IPIX:
With technology originally developed on behalf of NASA and the U.S.
Department of Energy as a means to provide total remote reviewing of hazardous
environments, an IPIX image places viewers in the center of a picture and allows
them to navigate the environment in real time as if they were teleported into
that space. IPIX is an easy-to-use and affordable photography solution that
delivers a completely immersive 360 x 360 degree photographic experience
providing interactive, spherical images. An IPIX image takes the viewer from
earth to sky, floor to ceiling and horizon to horizon, all from two simple
opposing photographs captured by a fisheye lens and seamlessly blended.
IPIX has helped numerous organizations create virtual tours and
enhanced digital marketing/electronic commerce efforts for many leading
companies including Microsoft, Disney, Hilton Hotels, Toyota, Intel, National
Geographic, Rent.Net, Coldwell Banker, CNN, The New York
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Times, The Chicago Tribune, Discovery Communications, the NFL and the NBA. IPIX
has established partnerships with leading digital camera manufacturers including
Kodak, Nikon and Olympus. Corporate investors include Advance Publications,
American Express, Discovery Communications, GE Capital, Liberty Media, MediaOne
and Motorola. For more information on IPIX products, visit www.ipix.com.
IPIX and Interactive Pictures Corporation are trademarks of IPIX
corporation. bamboo.com is a trademark and service mark of bamboo.com, Inc.
Other product and company names herein may be trademarks of their respective
owners.
This press release contains forward-looking information within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and is subject to the safe harbors created by
those sections. Statements concerning the expected results and benefits of the
merger constitute forward-looking statements and are based on current
expectations. Actual results may differ materially. Factors that could cause
actual results to differ include the failure of the merger to close as a result
of lack of shareholder approval, regulatory obstacles or other reasons, and the
failure of the merged company to achieve expected technological and operational
efficiencies. The matters discussed in this press release also involve risks and
uncertainties described from time to time in IPIX's and BAMB's filings with the
Securities and Exchange Commission (SEC). In particular, see "Risk Factors" in
the Final Prospectus included in IPIX's Registration Statement on Form S-1
declared effective by the SEC on August 4, 1999 and BAMB's Registration
Statement on Form S-1 declared effective by the SEC on August 25, 1999
(http://www.sec.gov).
SOURCE: Interactive Pictures Corporation
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