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EXHIBIT 99.1
[jfax.com logo]
FOR IMMEDIATE RELEASE
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JFAX.COM AND EFAX.COM FINALIZE ACQUISITION TERMS
Revised Total Consideration under Definitive Agreements to Consist of 13.0
Million JFAX.COM Common Shares
HOLLYWOOD AND MENLO PARK, CALIF. (JULY 14, 2000) - JFAX.COM (NASDAQ: JFAX) and
eFax.com (NASDAQ: EFAX), two leading unified messaging and communications
services providers, today announced that they have signed a definitive merger
agreement through which eFax.com will be merged into a subsidiary of JFAX.COM.
The merger would establish the combined company as the clear industry leader in
Internet-based unified messaging and communications services worldwide.
"The combination of JFAX.COM and eFax.com will allow us to serve a subscriber
base of over 3 million," stated Steve Hamerslag, JFAX.COM's President and CEO.
"This valuable and growing subscriber base provides a tremendous opportunity to
market our expanded communications services and to accelerate our revenue
growth."
"Communications on the Internet is developing rapidly creating an exciting
opportunity to unify messaging and communications for business people
worldwide," said Ronald Brown, President of eFax.com. "The combined company will
be well positioned to take advantage of this opportunity."
As total consideration for eFax.com, JFAX.COM will issue 13.0 million of its
common shares, subject to adjustment under limited circumstances. The merger is
subject to approval by the companies' respective shareholders and other
customary conditions and is expected to close in the fourth quarter of 2000.
The actual number of shares of JFAX.COM common stock to be received by each
eFax.com common stockholder will depend upon certain factors. It is currently
assumed that $5 million will be outstanding under JFAX.COM's loan to eFax.com on
the closing date, that eFax.com will have no cash on hand (and no prepaid
expenses or overdue payables) on the closing date, that no additional shares of
eFax.com common stock will be issued prior to the closing date, and that the
closing date will occur on or about October 31, 2000. Based on these
assumptions, 13.0 million shares of JFAX.COM common stock would be distributed
on or about October 31, 2000 as follows: 7.2 million shares would be issued to
the eFax.com preferred stockholders pursuant to contractual arrangements between
eFax.com and these preferred stockholders; 2.0 million shares of common stock
would be issued to Integrated Global Concepts, Inc. ("IGC"), a provider of
development and co-location services for eFax.com's operations, pursuant to a
contractual arrangement among JFAX.COM, eFax.com and IGC; and the remaining 3.8
million shares would be issued to the eFax.com common stockholders. Accordingly,
based on these assumptions, a common stockholder of eFax.com would receive 0.281
shares of JFAX.COM common stock for each share of eFax.com common stock.
This release is concurrent with the filing of a report on Form 8-K by eFax.com
which will describe the terms of the transactions in greater detail. Reference
is made to this report on Form 8-K for additional information on how the number
of
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[jfax.com logo]
JFAX.COM AND EFAX.COM FINALIZE ACQUISITION TERMS
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shares of JFAX.COM common stock to be received in exchange for each share of
eFax.com common stock will be adjusted in the event actual events differ from
the assumptions set forth above.
JFAX.COM had previously committed to loan eFax.com up to $5 million on a senior
secured basis to address eFax.com's working capital needs until the consummation
of the merger. To date, JFAX.COM has funded $2.25 million of this loan.
ABOUT JFAX.COM
JFAX.COM (NASDAQ: JFAX) is an award-winning Internet-based messaging and
communications service provider to individuals and businesses throughout the
world. JFAX's services enable the user's email box to function as a single
repository for all email, fax and voicemail and permit convenient advanced
message management through email or by phone. JFAX is a registered trademark of
JFAX. The company is headquartered in Hollywood, California. For more
information on JFAX and its services, see http://www.JFAX.com or call
1-888-GET-JFAX.
ABOUT EFAX.COM
eFax.com (NASDAQ: EFAX) is a provider of Internet communication services, and
has provisioned unique telephone numbers to about 2 million members. The Company
continues to expand its range of solutions beyond its initial offering of the
world's first free fax-to-email service. The Company markets its Internet
services via its own eFax.com web site and through affiliates and co-brand
partners, including Microsoft, Network Solutions, WebTV, fortunecity.com,
FindLaw, Phoenix Technologies and AllBusiness.com. eFax.com is headquartered in
Menlo Park, Calif. For more information, call 1-877-EFAXCOM; fax (650) 326-6003;
or visit: http://www.EFAX.com.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS: Certain statements in this news
release constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from projected results. Forward-looking statements include
statements about efforts to attract or prospects for additional subscribers for
our services and other statements of a non-historical nature. Actual results may
differ from projected results due to various risk factors including our limited
operating history, our use of third parties to market our services, competition
including competition from companies offering free services, risks associated
with technological change, uncertainties regarding the protection of proprietary
technology and other factors set forth in the companies' respective filings with
the Securities and Exchange Commission.
NOTICE OF REGISTRATION STATEMENT: JFAX.COM expects to file a registration
statement, which will contain a joint proxy statement/prospectus of JFAX.COM and
eFax.com, and other documents with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME
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JFAX.COM AND EFAX.COM FINALIZE ACQUISITION TERMS
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AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to receive the joint proxy statement/prospectus
and other documents free of charge at the SEC's web site, http://www.sec.gov and
from JFAX.COM Investor Relations at 6922 Hollywood Boulevard, Hollywood,
California 90028.
(C) 2000 JFAX.COM. ALL RIGHTS RESERVED.
# # #
JFAX.COM CONTACTS, MEDIA ONLY:
Laura Hinson Dan Haller
PR Manager Ink, inc. PR
Hollywood, CA San Francisco, CA
(323) 860-9435 (415) 399-1299
lhinson@jfax.com dhaller@inkincpr.com
JFAX.COM CONTACTS, INVESTOR RELATIONS ONLY:
Scott Turicchi Jim Lucas
JFAX.COM Abernathy MacGregor Group
Hollywood, CA West Los Angeles, CA
(323) 860-9408 (213) 630-6550
Sturicchi@JFAX.com jbl@abmac.com
EFAX.COM CONTACTS, MEDIA AND INVESTOR RELATIONS:
Todd Kenck
EFAX.com
Palo Alto, CA
(650) 688-6810
toddk@efax.com
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EXHIBIT B
FORMULA TO DETERMINE CONVERSION NUMBER
The exchange ratio, or the number of shares of JFAX Common Stock into which each
share of the Company's Common Stock shall be convertible, and for which each
share of the Company's Common Stock shall be exchanged, shall be determined by
the following formula:
CN = 11,000,000 + $5,000,000 - LA + M - O$
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N FMV(J) x N
Where:
CN = the Conversion Number (the second of the fractions
comprising CN may be a negative number).
LA = the sum of (x) the amount of loan proceeds disbursed
under the Term Loan Agreement as of the Closing Date which
have not been repaid and (y) the amount of payables of the
Company that are 45 days or more past due as of the Closing
Date.
FMV(J) = the average closing price of the Parent Common Stock
for the five trading days beginning on and including the
seventh trading day prior to the Closing Date.
M = the sum of (x) cash on hand at the Company as of the
Closing Date (but not including any cash deposited or required
under the terms of the Term Loan Agreement to be deposited
into the Asset Sales Account (as defined in the Term Loan
Agreement) plus (y) any of the Company's pre-paid rents and
insurance premiums (but only to the extent a pro-rata refund
of any such premium is available as to insurance policies
(other than the Company's D&O Insurance policy) which will be
cancelled, at the election of Parent or otherwise, following
the Closing) as of Closing (in no event will M exceed LA).
O$ = the amount of any cash received by the Company upon (a)
exercise of employee stock options under the Stock Option
Plans, (b) purchases pursuant to the Stock Purchase Plan, or
(c) exercise of Exchange Warrants or Other Warrants, in each
case during the period between the date hereof and the time
immediately prior to the Effective Time.
N = an amount equal to the sum of (w) 13,520,895 (the number
of outstanding Shares as of the date hereof), plus (x) Shares,
if any, issued upon conversion of the Series B Shares during
the period between the date hereof and the time immediately
prior to the Effective Time, plus (y) any other Shares issued
during the period
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between the date hereof and the time immediately prior to the
Effective Time, except any shares issued (a) upon exercise of
employee stock options under the Stock Option Plans, (b) upon
purchase pursuant to the Stock Purchase Plan, or (c) upon
exercise of Exchange Warrants or Other Warrants, plus (z) the
total number of Shares that would be issuable upon the
conversion of the Series B Shares that remain outstanding
immediately prior to the Effective Time, assuming that all
such Series B Shares were then converted.
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