Jupitermedia Announces Early Termination of Waiting Period under Hart-Scott-Rodino Act
08 12월 2008 - 10:50PM
Business Wire
Jupitermedia Corporation (�Jupitermedia�) (NASDAQ: JUPM) announced
today that the U.S. Department of Justice and Federal Trade
Commission have granted early termination of the Hart-Scott-Rodino
review period for the proposed sale of Jupiterimages Corporation
(�Jupiterimages�), a wholly-owned subsidiary of Jupitermedia, to
Getty Images, Inc. (�Getty Images�). The transaction still requires
the satisfaction or waiver of the other closing conditions set
forth in the stock purchase agreement. Jupitermedia expects the
transaction to close in early 2009. Important Additional
Information Regarding the Stock Purchase Agreement and the Proposed
Sale of Jupiterimages will be filed with the Securities and
Exchange Commission (SEC). This communication is not a solicitation
of a proxy from any security holder of Jupitermedia. In connection
with the stock purchase agreement between Jupitermedia and Getty
Images, Inc., Jupitermedia Corporation has filed a preliminary
proxy statement with the U.S. Securities and Exchange Commission
and will file a definitive proxy statement with the U.S. Securities
and Exchange Commission. THE DEFINITIVE PROXY STATEMENT WILL BE
SENT TO JUPITERMEDIA CORPORATION STOCKHOLDERS, WHO ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE STOCK PURCHASE AGREEMENT, THE PROPOSED SALE
OF JUPITERIMAGES AND THE PARTIES TO THE STOCK PURCHASE AGREEMENT.
Jupitermedia Corporation investors and security holders may obtain
free copies of these documents (when they are available) and other
documents filed with the Securities and Exchange Commission at its
web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the
Securities and Exchange Commission by going to Jupitermedia
Corporation�s Investors page on its corporate website at
http://www.Jupitermedia.com/corporate/investors.html. Jupitermedia
Corporation and its directors and officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of Jupitermedia Corporation in connection with the stock purchase
agreement and the proposed sale of Jupiterimages. Information about
Jupitermedia Corporation and its directors and officers can be
found in its proxy statements on Schedule 14A and annual reports on
Form 10-K filed with the Securities and Exchange Commission, as
well as on Jupitermedia Corporation�s Investors page on its
corporate website at
http://www.Jupitermedia.com/corporate/investors.html. Additional
information regarding the interests of those persons may be
obtained by reading the proxy statement for the proposed
transaction when it becomes available. About Jupitermedia
Jupitermedia Corporation (Nasdaq: JUPM)
(http://www.jupitermedia.com), headquartered in Darien, CT, is a
leading global provider of images, news and original information,
career Web sites and events for information technology, business,
media and creative professionals. Cautionary Statement Regarding
Forward-Looking Statements �Safe Harbor� Statement under the
Private Securities Litigation Reform Act of 1995: Statements in
this press release which are not historical facts are
�forward-looking statements� that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Important
factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements
include, for example, the competitive environment in which
Jupitermedia and Jupiterimages compete; the unpredictability of
Jupitermedia�s and Jupiterimages� respective future revenues,
expenses, cash flows and stock price; Jupitermedia�s and
Jupiterimages� respective ability to integrate acquired businesses,
products and personnel into their existing businesses;
Jupitermedia�s and Jupiterimages� respective ability to protect
their intellectual property; Jupitermedia�s dependence on a limited
number of advertisers; the conditions to the completion of the
transactions contemplated by the stock purchase agreement, pursuant
to which Getty Images will acquire Jupiterimages, may not be
satisfied, or the regulatory approvals and clearances required for
the transactions contemplated by the stock purchase agreement may
not be obtained on the terms expected or on the anticipated
schedule (if at all); the parties� ability to meet expectations
regarding the timing for completion of the transactions
contemplated by the stock purchase agreement; the retention of
certain key employees at Jupitermedia and Jupiterimages; and the
outcome of any legal proceedings that may be instituted against
Jupitermedia and others following the announcement of the stock
purchase agreement. For a more detailed discussion of such risks
and uncertainties, refer to Jupitermedia�s reports filed with the
Securities and Exchange Commission (the �SEC�) pursuant to the
Securities Exchange Act of 1934. The forward-looking statements
included herein are made as of the date of this press release, and
Jupitermedia assumes no obligation to update the forward-looking
statements after the date hereof. All current Jupitermedia press
releases can be found online at
www.jupitermedia.com/corporate/press.html.
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