Netgateway, Inc. and Galaxy Enterprises, Inc. Sign Definitive Merger Agreement
LONG BEACH, Calif. and OREM, Utah--(BUSINESS WIRE)--March 13,
2000--Netgateway, Inc. (NASDAQ:NGWY - news), a leading eCommerce services
provider, and Galaxy Enterprises, Inc. (OTC BB: GLXY - news), today jointly
announced the signing of a definitive merger agreement under which Netgateway
will acquire Galaxy Enterprises, Inc. Under the terms of the agreement,
Netgateway will acquire Galaxy Enterprises for approximately 3.9 million shares
in an all-stock merger, involving approximately six tenths of one share of
Netgateway shares for each share of Galaxy Enterprises.
The merger is expected to enhance Netgateway's expanding activities in the
cable mall and online mall markets. Galaxy Enterprises hosts 3,400 online
storefronts and currently signs 250 new merchants per month. The Company brings
a highly rated training program for small companies that want to learn how to
effectively use eCommerce. Galaxy Enterprises also operates Matchsite, Galaxy
Mall, Impact Media, and BannerSource. Netgateway and Galaxy Enterprises have
agreed to transitional operating arrangements that permit the integration of
their computer technologies and operations. The organizations will work together
on joint business opportunities in the period prior to the closing of the
merger. The merger is subject to approval by shareholders of Netgateway and
Galaxy Enterprises and other customary conditions. Shareholder meeting dates
have not yet been set.
About Netgateway
Netgateway, Inc. is an eCommerce services provider that enables companies
of any size to extend their business to eCommerce. The Netgateway Internet
Commerce Center(TM) is a fully developed, robust and feature-rich eCommerce
system that is available for any company to use. The ideal outsourcing solution,
the Netgateway ICC(TM) is scalable and easily customizable. The Netgateway ICC
allows customers to select and pay for only the services they need, as they need
them.
The Netgateway ICC hosts applications ranging from simple Internet
storefronts to highly complex business-to-business solutions that involve large
numbers of transactions, extensive workflow automation and back-end integration
to legacy systems, all on the same platform.
About Galaxy Enterprises Mall, Inc.
Galaxy Enterprises Mall, Inc. owns and operates Galaxy Enterprises Mall,
Matchsite, and BannerSource. Galaxy Enterprises Mall (www.Galaxymall.com), is
one of the Internet's fastest growing and most popular virtual shopping portals.
It is home to over 3,400 small and medium-sized businesses. These merchants
benefit from Galaxy Enterprises Mall's more than 14 million monthly hits and its
frequently updated marketing materials provided in its merchant's only section
of the mall.
Matchsite (www.matchsite.com) is a new, innovative Internet search engine
that uniquely queries other major search engines simultaneously, eliminating the
need for web surfers to use multiple search engines to mine data. Matchsite was
recently awarded the Editor's Choice Award from Netscape.
BannerSource, (www.bannersource.com), is a clearing house for web banner
advertisements. It currently has access to a network of over 75,000 web sites
and markets in excess of 750,000 dynamic impressions daily over the Internet.
About Impact Media, Inc.
Impact Media is an Internet marketing and advertising company that designs,
manufactures, and markets multimedia brochure kits and uniquely shaped
promotional compact discs. The company's client roster includes a number of
significant corporate customers, including Hitachi, US Office Products and
UpperDeck, the world's premier sports/entertainment trading card company.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on the current expectations and beliefs of the
managements of Netgateway and Galaxy Enterprises 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. In particular, the
following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: failure of the
transaction to close due to the failure to obtain regulatory or other approvals;
the failure of the Netgateway or Galaxy Enterprises stockholders to approve the
merger; or the failure of the combined company to successfully manage its
changing relationships with customers, suppliers and strategic partners. For a
detailed discussion of these and other cautionary statements, please refer to
the joint proxy statement/prospectus to be filed by both companies as described
below, as well as the companies' previous filings with the Securities and
Exchange Commission.
Where You Can Find Additional Information
Investors and security holders of both Netgateway and Galaxy Enterprises
are advised 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. Netgateway and Galaxy
Enterprises expect to mail a joint proxy statement/prospectus about the merger
to their respective stockholders. Such joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by both companies. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by the companies
at the Securities and Exchange Commission's web site at http://www.sec.gov
http://www.sec.gov.
The joint proxy statement/prospectus and such other documents may also be
obtained from Netgateway or Galaxy Enterprises by directing such requests to the
respective addresses listed below.
Contact:
Contact Information
Netgateway,Inc.
Jon Frojen
Chief Financial Officer
562/308-0010, Ext. 116
email: jfrojen@netgateway.net
-or-
Anreder Hirschhorn Silver & Co.
Steven S. Anreder/Evan Zall
212/532-3232
email: sanreder@ahsandco.com
-or-
Galaxy Enterprises, Inc.
Daren Baird, Director of Investor Relation
801-227-0004
email: daren@galaxymall.com