Inuvo®, Inc. (NYSE Amex: INUV), an online marketing technology
and services company and Vertro, Inc. (NASDAQ: VTRO), an online
advertising and search company and the owner of the ALOT™ Internet
product portfolio, announced today that they have each established
a record date for their respective special meetings of stockholders
to, among other things, consider and vote upon the proposals
contemplated by the previously announced merger agreement, dated as
of October 16, 2011, between Inuvo and Vertro.
Each company’s stockholders of record at the close of business
on Friday, January 27, 2012 will receive notice of, and will be
entitled to vote at, their respective special meeting. Inuvo’s
special meeting will be held at 1:00 p.m. local time on February
29, 2012 at Inuvo’s offices at 15550 Lightwave Drive, Suite 300,
Clearwater, Florida 33760. Vertro’s special meeting will be held at
9:30 a.m. local time on February 29, 2012 at the Hyatt Regency,
Harborview Conference Room, 211 N. Tampa St., Tampa, Florida 33602.
Management of both companies expects the merger to be completed
shortly after approval by stockholders.
Under terms of the merger agreement, which was unanimously
approved by the Board of Directors of each company, at closing of
the transaction, Vertro will become a wholly-owned subsidiary of
Inuvo in a tax-free exchange of shares at the exchange ratio of
1.546 shares of Inuvo common stock per each share of Vertro common
stock.
“Both companies look forward to the closing of the deal upon
receipt of stockholder approval later next month,” said Peter
Corrao, President and CEO of Vertro. “We eagerly await the ability
to begin the integration of the combined company and the execution
of our plans to deliver both growth and operating efficiency
improvements.”
Richard Howe, President and CEO of Inuvo, added, “We are eager
to begin building on a foundation that includes a consumer
applications business, a publisher network and a series of owned
and operated websites and, as a result, engage with all three
principle constituents of the Internet marketplace — consumers,
advertisers and publishers.”
Transaction highlights include:
- The inclusion of the BargainMatch®
application within the ALOT Appbar will be expected to provide a
new revenue stream for the combined company while offering enhanced
consumer value, promoting greater user life time value. The
inclusion of the Kowabunga® daily deals application within the ALOT
Appbar could have a similar impact. A key concept will be to market
Inuvo owned and operated applications to ALOT’s existing install
base.
- Increased investment in the Inuvo
publisher network should provide the combined company the
opportunity to strengthen the strategic relationships that generate
a majority of Inuvo’s Internet traffic. Additionally, these same
publisher relationships offer the promise of new revenue streams as
the combined company expands the types of media available to
existing publishers.
- Content available today on the
BargainMatch, Yellowise® and Kowabunga websites is expected to be
re-purposed to create an improved user experience for the ALOT
install base via the ALOT home page and, as a result, the combined
company would be able to explore additional monetization options
and other direct and/or indirect advertising relationships the
combined company retains.
- The companies have many overlapping
operating, public company and third-party expenses that, once
eliminated, would be expected to have a positive material impact on
EBITDA and free cash flow of the combined company. The combined
company is expected to achieve greater than $2.4M annually in
savings from elimination of such overlapping costs, which will
begin to impact operations shortly after the close of the
transaction.
Transaction Notes:
The completion of the merger is conditioned upon approval from
stockholders of Vertro and Inuvo, approval of the listing of the
shares to be issued on the NYSE Amex, execution of a new credit
agreement for the combined company and other customary closing
conditions. As a result, the merger may not be consummated.
America’s Growth Capital has served as financial advisor to Vertro,
and Craig-Hallum Capital Group, LLC has served as financial advisor
to Inuvo.
About Inuvo, Inc.
Inuvo®, Inc. (NYSE Amex: INUV), is an Internet company
proficient at delivering clicks, leads and sales to advertisers
through targeting that utilizes unique data and sophisticated
analytics. Inuvo operates as two business segments: Performance
Marketing and Web Properties. The Performance Marketing segment
provides performance-based marketing and technology solutions to
advertisers and publishers, while the Web Properties segment
designs and operates websites monetized with advertising inventory
supplied from the Performance Marketing segment. To learn more
about Inuvo, please visit www.inuvo.com.
About Vertro, Inc.
Vertro, Inc., together with its wholly-owned subsidiaries, is an
Internet company that owns and operates the ALOT product portfolio.
ALOT offers two primary products to consumers: ALOT Home, a
homepage product, and ALOT Appbar, a piece of software that
integrates into users' web browsers. ALOT Home and the ALOT Appbar
are used by consumers to display apps (also sometimes referred to
as widgets or buttons). These apps provide consumers with a quick
and easy way to access their favorite content online. There are
hundreds of apps available for consumers to choose from, ranging
from a weather app that provides an at-a-glance snapshot of the
weather for the coming four days, to a radio app that enables
consumers to listen to thousands of radio stations from around the
world. All ALOT products and apps are free to download and use.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The proposed merger transaction between Inuvo
and Vertro will be submitted to the respective stockholders of
Vertro and Inuvo for their consideration. Inuvo has filed with the
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4, as amended, that includes a joint proxy statement of
Inuvo and Vertro that also constitutes a prospectus of Inuvo. Inuvo
and Vertro will mail the joint proxy statement/prospectus dated
January 27, 2012 to their respective stockholders. INVESTORS AND
SECURITY HOLDERS OF VERTRO AND INUVO ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS DATED JANUARY 27, 2012 AND OTHER
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
stockholders are able to obtain free copies of the joint proxy
statement/prospectus and other documents containing important
information about Inuvo and Vertro through the website maintained
by the SEC at www.sec.gov. Inuvo and Vertro make available free of
charge at www.inuvo.com and www.vertro.com, respectively (in the
“Investors – Filings” and “Financial Information – SEC Filings”
sections, respectively), copies of materials they file with, or
furnish to, the SEC, or investors and stockholders may contact
Inuvo at (727) 324-0211 or Vertro at (646) 253-0606 to receive
copies of such documents.
Participants in the Merger Solicitation
Inuvo, Vertro, and certain of their respective directors and
executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Vertro and Inuvo in connection
with the proposed transaction. Information about the directors and
executive officers of Inuvo is set forth in its proxy statement for
its 2011 annual meeting of stockholders, which was filed with the
SEC on May 2, 2011. Information about the directors and executive
officers of Vertro is set forth in its proxy statement for its 2011
annual meeting of stockholders, which was filed with the SEC on
April 29, 2011. These documents can be obtained free of charge from
the sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the joint proxy statement/prospectus dated January
27, 2012 and other relevant materials which may be filed with the
SEC.
Forward-looking Statements
This press release contains certain forward-looking statements
that are based upon current expectations and involve certain risks
and uncertainties within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Words or expressions such as
"anticipate," "plan," "will," "intend," "believe" or "expect'" or
variations of such words and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject
to risks, uncertainties, and other factors, some of which are
beyond our control and difficult to predict and could cause actual
results to differ materially from those expressed or forecasted in
the forward-looking statements, including, without limitation,
statements made with respect to expectations with respect to: the
strategy, markets, synergies, costs, efficiencies, and other
anticipated financial impacts of the proposed transaction; the
combined company’s plans, objectives, expectations, and intentions
with respect to future operations; approval of the proposed
transaction by stockholders of Inuvo and Vertro; the satisfaction
of closing conditions to the proposed transaction and the timing of
the proposed transaction. All forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements,
many of which are generally outside the control of Inuvo and Vertro
and are difficult to predict. Examples of such risks and
uncertainties include, but are not limited to, the possibility that
the proposed transaction is delayed or does not close, including
due to the failure to receive required stockholder approvals, the
taking of governmental action (including the passage of
legislation) to block the transaction, or the failure to satisfy
other closing conditions, and the possibility of adverse publicity
or litigation, including an adverse outcome thereof and the costs
and expenses associated therewith. Additional factors related to
Inuvo include, but are not limited to uncertainties and other
factors that could cause or contribute to Inuvo’s actual results
differing materially from those expressed or implied; fluctuations
in demand; changes to economic growth in the U.S. economy;
government policies and regulations, including, but not limited to
those affecting the Internet. Inuvo undertakes no obligation to
publicly update any forward-looking statements, whether as a result
of new information, future events or otherwise. Additional factors
related to Vertro include, but are not limited to, (1) Vertro’s
ability to successfully execute upon its corporate strategies, (2)
Vertro’s ability to distribute and monetize its international
products at rates sufficient to meet its expectations, (3) Vertro’s
ability to develop and successfully market new products and
services, including its new homepage, (4) the potential acceptance
of new products in the market, and (5) the impact of changes to
Vertro’s monetization partners implementation guidelines.
Additional key risks are described in the filings made by each of
Inuvo and Vertro filed with the U.S. Securities and Exchange
Commission, including their respective Form 10-Ks for the year
ended December 31, 2010, and Form 10-Qs for quarters ended March
31, 2011, June 30, 2011 and September 30, 2011.
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