FOR IMMEDIATE RELEASE
Contact: Bob Griffin, Griffin Public Relations & Marketing
(212) 481-3456
Bgriffin@griffinpr.com
IMAGINON SIGNS DEFINITIVE AGREEMENT TO ACQUIRE INOW INTERNET SERVICES
ImaginOn, Inc. President & Chief
Executive Officer David Schwartz says merger will provide ImaginOn with a broad stage to demonstrate its technology.
SAN CARLOS, CALIFORNIA, February 10, 1999 -
ImaginOn, Inc. (NASDAQ: IMON) today announced that it has signed a definitive agreement to acquire the San Francisco Bay Area Internet Service business, INOW(tm), from Network Specialists, Inc, a privately held company based in Rancho Cordova, California. Structured as a
merger with ImaginOn.com, the acquisition was approved by ImaginOn, Inc.'s Board of Directors and is not subject to a vote of shareholders. The deal will be effected through payment of cash and ImaginOn restricted stock to Network
Specialists shareholders and is expected to be consummated on or before March 31, 1999, subject to customary closing conditions. According to ImaginOn, Inc. President & Chief Executive Officer David Schwartz, INOW will operate
as a wholly-owned subsidiary of ImaginOn.com and continue to function, as it has for the last five years, as a San Francisco Bay Area Internet service provider.
"The completion of this merger is expected to provide
ImaginOn with an opportunity to demonstrate its core Transformation Database Processing and Playback technology in a variety of online, real-time applications," Schwartz said today. "In doing so, we believe we will help
to create the next generation ISP operational model. With the completion of this merger, we will be able to take our Internet software technology beyond the level of the personal computer, where performance is limited by the power
of the individual computer and the bandwidth of the Internet connection, and place it on the server side - where it can pre-fetch and pre-digest data that can then be pushed to users as requested."
Coincident with the
announcement of today's merger acquisition, Schwartz announced that INOW founder Abe Matar has agreed to join ImaginOn, Inc. as Vice President of Network Operations, effective February 24th. "I believe that ImaginOn's
technology will enable us to revamp INOW into a next generation ISP that offers subscribers a series of innovative benefits.", said Matar.
Elaborating on these benefits, ImaginOn's Schwartz explained that with the
merger, a version of the company's WebZinger Web research technology will run at the ISP, allowing for real-time online searches with advanced capabilities. "Typically, existing search services can only provide lists of sites
to users," Schwartz emphasized. "Our technology will deliver full-size images, movie-clips, audio-clips in addition to text. What's more, because WebZinger is context sensitive and incorporates advanced filtering
technology, the search results are likely to be more relevant to users."
According to Schwartz, the company can also incorporate its sellONstream e-commerce product and WorldCities 2000 interactive travel planners into
INOW's Internet offerings.
ImaginOn, Inc., operating through its wholly-owned subsidiary, ImaginOn.com, (www.imaginon.com
) is a development stage company which engineers, produces and sells business and consumer software for CD-ROM and network users, including: WebZinger, its product
line of web research assistants; sellONstream, its e-commerce software solution; and WorldCities 2000 ImaginOn.com's CD travel planners.
WorldCities 2000, sellONstream, and WebZinger are trademarks of ImaginOn.com and are
also protected under a U.S. Patent and a U.S. Patent Pending.
Except for the historical information presented herein, the matters set forth in this press
release are forward-looking statements within the meaning of the "safe-harbor" provision of the Private Securities Litigation Act of 1995. These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially. These risks are detailed in the Company's periodic reports and in its Form S3 registration statement, filed in February, 1999, filed with the Securities and Exchange Commission. These
forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these forward-looking statements.
