Web hosting Internet services company, Web.com, has scheduled a special shareholder meeting for September 25, 2007 to seek shareholder adoption of the merger agreement with Website Pros, which has also scheduled a special shareholder meeting for the same date.
Website Pros’ shareholder meeting will be held at 8:30 a.m. (EDT) at the principal executive offices of Website Pros, located at 12735 Gran Bay Parkway West, Building 200, Jacksonville, Florida 32258. Web.com’s shareholder meeting will be held at 8:30 a.m. (EDT) at the Renaissance Concourse Hotel, located at One Hartsfield Centre Parkway, Atlanta, GA, 30354.
The two companies announced on June 26, 2007 that they had signed a definitive merger agreement, which was unanimously approved by the boards of directors of both companies, under which Web.com will merge with and into a subsidiary of Website Pros (”Merger Sub”), and the shareholders of Web.com will receive, at their election, shares of Website Pros’ common stock or cash in exchange for all of the outstanding shares of Web.com capital stock (or, in certain circumstances described in the merger agreement, a combination of cash and Website Pros’ common stock). Upon consummation of the Merger, Web.com will cease to exist, and Merger Sub will remain a wholly-owned subsidiary of Website Pros. Pursuant to the merger agreement, Web.com shareholders may elect to receive for every Web.com share either 0.6875 shares of Website Pros stock or $6.5233 in cash, subject to adjustment based upon the elections received so that the total cash paid equals $25 million. In the aggregate, Website Pros will issue approximately 9 million shares of Website Pros stock and pay $25 million in cash.
In connection with the proposed transaction, Website Pros and Web.com filed a joint proxy statement/prospectus with the Securities and Exchange Commission (“SEC”). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, SHAREHOLDERS OF WEB.COM AND WEBSITE PROS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS FILED BY THE COMPANIES WITH THE SEC. THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The joint proxy statement/prospectus and other relevant materials, and any other documents filed by Website Pros and Web.com with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, shareholders of Website Pros may obtain free copies of the documents filed with the SEC by contacting Website Pros’ Investor Relations department at 12735 Gran Bay Parkway West, Jacksonville, Florida 32258 or emailing email@example.com, and shareholders of Web.com may obtain free copies of the documents filed with the SEC by contacting Web.com’s Investor Relations department at 303 Peachtree Center Ave, 5th Floor, Atlanta, GA 30303 or emailing firstname.lastname@example.org. Investors may also read and copy any reports, statements and other information filed by the companies with the SEC at the SEC public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
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