As the following press release announces, Paul Allen's Vulcan Ventures is purchasing ZD's interest in ZDTV. We are very happy with the price offered for ZDTV and view this as a significant accomplishment in the process of increasing value for shareholders of Ziff-Davis. Vulcan Ventures is quite familiar with ZDTV given its investment in our cable channel earlier this year. We believe this familiarity, coupled with the continuing joint programs between ZDTV and other divisions of ZD, will provide for a smooth transition and a bright future for ZDTV and its dedicated and talented employees.
We anticipate that the transaction will be completed in 45 days, at which time more details will be available. Meanwhile, join me in congratulating all members of the team who worked on this very exciting agreement. Congratulations also to our outstanding colleagues at ZDTV who have built a tremendous cable TV business in record time and who will continue to amaze us with what they do next!
FOR IMMEDIATE RELEASE
Contacts: Investors Media For Vulcan Ventures Robert Borchert Evan Goetz Susan Pierson-Brown Ziff-Davis Inc. Morgen-Walke Associates Vulcan Ventures, Inc. 212-503-3505 212-850-5639 425-453-1940 firstname.lastname@example.org email@example.com SusanP@vnw.com
ZIFF-DAVIS AGREES TO SELL ZDTV INTEREST TO VULCAN VENTURES FOR $204.8 MILLION
Completes Another Step in Strategic Alternative Process to Unlock Shareholder Value
New York, NY, November 19, 1999 -- Ziff-Davis Inc. (NYSE: ZD and ZDZ) today announced that it has signed a definitive agreement to sell its 64% interest in ZDTV to Vulcan Ventures, Inc., the investment organization of Paul G. Allen, for $204.8 million. The transaction is expected to be completed within 45 days, subject to regulatory approvals.
The agreement values the fast-growing cable network at $320 million. ZDTV is distributed in more than 14 million U.S. homes, and is expected to reach approximately 16 million U.S. homes by year-end. ZDTV is currently offered through 88 cable operators and more than 400 cable systems, as well as through both major satellite companies, DirecTV and Echo Star.
"Vulcan Ventures understood the potential of ZDTV early on, having acquired a 33% stake in the cable channel nearly nine months ago. Their early investment provided Vulcan with the opportunity to see firsthand the unique position that ZDTV now enjoys in leading the convergence of the Web and television programming," said Eric Hippeau, chairman and CEO of Ziff-Davis Inc. "This announcement is also an indication of the progress Ziff-Davis continues to make in its plan to maximize value for our shareholders."
ZDTV will continue to maintain certain business agreements with ZDNet and ZD Publishing following completion of the transaction. These beneficial relationships include agreements that cover a joint news organization, and co-development, promotional and audience development programs.
"ZDTV is a tremendous addition to Vulcan's portfolio of companies," added William Savoy, president of Vulcan Ventures, Inc. "ZDTV?s management team combines a broad base of cable programming, entertainment and Internet expertise to cover the continuing rapid convergence of technologies every day. ZDTV fits well with the portfolio of businesses that Vulcan is building."
About ZDTV ZDTV is the first 24-hour cable TV channel and integrated Web site focused exclusively on computing, technology and the Internet. ZDTV.com ( www.zdtv.com) enhances and encourages viewer interaction through e-mail, live chat and video mail. Through its 3Com Netcam Network, ZDTV?s channel and Web site have created an integrated community that appears on air and contributes to ZDTV?s programming. In addition, ZDTV radio can now be heard in both RealNetworks and Windows Media formats. Its features are also heard on 75 AM and FM U.S. radio stations and internationally on 600 stations in 140 countries through the Armed Forces Radio Network.
>From its digital, state-of-the-art studios in San Francisco, ZDTV produces 23 hours of weekly, original programming ranging from daily industry news to features on emerging technologies. ZDTV appeals to a wide range of viewers and users -- from the computer novice to the technologically advanced -- with shows including Big Thinkers, Call For Help, Computer Shopper, Fresh Gear, GameSpot TV, Internet Tonight, Silicon Spin, The Money Machine, The Screen Savers and ZDTV News.
About Ziff-Davis Inc. Ziff-Davis Inc. is a leading media and marketing company focused on computing and Internet-related technologies, with principal platforms in print publishing, trade shows and conferences, online content, television and education. Ziff-Davis provides global technology companies with marketing strategies for reaching key decision-makers. Ziff-Davis has two series of common stock, one which is intended to track the performance of its Internet business ZDNet (NYSE: ZDZ) (www.zdnet.com), and one which is intended to track the performance of the ZD Group (NYSE: ZD), which includes print publishing, trade shows and conferences, online learning and television businesses, and a retained interest in ZDNet.
About Vulcan Ventures, Inc. Vulcan Ventures, Inc. of Bellevue, Washington was founded by Paul G. Allen in 1986 to research and implement his investments. Through Vulcan Ventures, Allen invests in companies that offer products, services or technologies that fit his Wired World strategy and can contribute to or benefit from the technology and strategy of other companies within the group's extensive investment portfolio. In addition, the group owns Charter Communications, the fourth largest cable operating company in the United States with more than 6 million subscribers. Recent investments include those in innovative content (e.g. Oxygen Media, ZDTV), Internet and e-commerce (e.g. Drugstore.com, eGreetings, Go2Net, Priceline.com, Stamps.com), telecommunications (e.g. Allegiance Telecom, High Speed Access, InterNAP, NorthPoint Communications) and consumer device and service companies (e.g. Replay Networks, TiVo, and Wink Communications). William D. Savoy is president of Vulcan Ventures and represents Allen in his professional and personal financial transactions as well as manages the Vulcan investment analysts who investigate and secure investment opportunities. Allen remains chairman of Vulcan. For more information on Vulcan visit www.paulallen.com.
This release contains forward-looking statements that are subject to risks and uncertainties. Although Ziff-Davis Inc. believes that the expectations reflected in its forward-looking statements are reasonable, actual results could differ materially from those expectations. Important cautionary statements and risk factors that would affect actual results are discussed in materials filed by Ziff-Davis Inc. with the Securities and Exchange Commission, including under the caption "Risk Factors" in the Registration Statement on Form S-1, which became effective March 30, 1999, and the Form S-3, which became effective October 29, 1999. Holders of ZD Group Stock and ZDNet Stock are common stockholders of Ziff-Davis Inc. and are subject to the risks associated with an investment in Ziff-Davis Inc. and all of its businesses, assets and liabilities. Although Ziff-Davis Inc. has hired Morgan Stanley Dean Witter to explore strategic alternatives to maximize shareholder value, there can be no assurance that any transaction will result from that exploration process.