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Seat Pagine Gialle to Acquire Netcreations


December 26, 2000

TURIN, Italy, Dec 26, 2000 (BUSINESS WIRE) — SEAT Pagine Gialle SpA (Milan: SPG), Italy's leading new economy company and largest Internet Service Provider, has signed a definitive merger agreement to acquire NetCreations, Inc. (Nasdaq: NTCR US), the U.S. leader in 100% Opt-In(R) e-mail marketing services.

Under the terms of the merger agreement, each share of NetCreations' outstanding common stock will be converted into the right to receive $7.00 in cash, valuing NetCreations' outstanding equity at approximately $111 million. At the end of September 2000, NetCreations had a cash position of approximately $30 million. NetCreations' Board of Directors has unanimously recommended that NetCreations shareholders approve the merger.

The acquisition of NetCreations will be accomplished through a merger of a U.S. acquisition vehicle into NetCreations, with NetCreations' current stockholders receiving $7.00 in cash per share from the U.S. acquisition vehicle. Ultimately, NetCreations will become a wholly owned subsidiary of SEAT Pagine Gialle.

NetCreations specializes in e-mail data collection, database management and e-mail marketing services. Its rapidly developing database contains over 22 million double opt-in e-mail addresses — addresses of consumers who have identified and confirmed areas of special interest to them — a database that is growing by approximately 80,000 names a day. NetCreations has partnerships with over 380 Web sites and provides direct e-mail marketing services to over 2,000 clients. In 1999, NetCreations had revenues of $21 million and reported a net profit of $4.5 million. For the nine months ended September 30, 2000, NetCreations reported revenues of $45 million and a net profit of $4.5 million.

The acquisition is consistent with SEAT Pagine Gialle's international strategy to build a leading provider of specialist content for the business customer. It follows SEAT Pagine Gialle's offer to acquire a controlling participation in France's Consodata, Europe's leading provider of business-to-consumer marketing information, including e-mail marketing services.

Like NetCreations, Consodata specializes in the creation and management of e-mail marketing databases and the provision of related value-added services. NetCreations' strong U.S. presence complements Consodata's strength in the European market and its excellent relationships with many leading multi-national producers of consumer products. The acquisition of NetCreations marks a significant step toward SEAT Pagine Gialle's objective to build a world-scale expertise in the high-growth segment of business-to-consumer marketing information.

The combination of NetCreations with Consodata will create — within the SEAT Pagine Gialle Group — a complete blend of online and offline competencies in marketing information on both sides of the Atlantic. The combination presents a unique opportunity to bring together the technology, products and experience of these companies to an extended client base.

The closing of the transaction, which has been approved by the Board of Directors of NetCreations and SEAT Pagine Gialle, is subject to certain conditions, including NetCreations' shareholder approval and certain regulatory approvals. The transaction is expected to close in the first quarter of 2001.

Lorenzo Pellicioli, SEAT Pagine Gialle's Chief Executive Officer, commented, "The NetCreations team and its business model fit perfectly with our desire to grow our information marketing capabilities.

The agreement presents us with the opportunity to enter the U.S. market with a prime asset in the online consumer information marketing arena, and is consistent with our commitment to build a world-wide leading presence in this business segment. We are delighted Rosalind Resnick will continue to manage NetCreations, and we look forward to her contribution to the further development of our online information marketing businesses."

Rosalind Resnick, NetCreations' Chairman and Chief Executive Officer, added, "This agreement represents a great opportunity to expand NetCreations' business. We will benefit from SEAT Pagine Gialle's strong presence and expertise in Europe. When combined with Consodata's offerings, we will have an opportunity to develop a global offering for our partners and clients. SEAT Pagine Gialle is a major group committed to growing our business and the vision to create a world-wide leader in our sector."

SEAT Pagine Gialle is being advised in this transaction by J.P. Morgan, Rothschild, and Cravath, Swaine and Moore. NetCreations is being advised by Robertson Stephens, Inc., Friedman Billings Ramsey & Co., Inc., and Piper Marbury Rudnick & Wolfe LLP.

About SEAT Pagine Gialle

SEAT Pagine Gialle, which had sales of 981 million euro ($895 million) in 1999 and has a market capitalization of 23.5 billion euro ($21.5 billion), has built a virtual marketplace where companies and customers meet and do business. Its field of activity range from paper and multimedia publishing, to printing, advertising and information. It is a success story based on a powerful brand, a sales network employing 2,000 people, with 1,200 shops and online opportunities, with state of the art technology in constant evolution and a database that includes households and professional operators in a number of European countries. SEAT Pagine Gialle is the European leader in telephone directory publishing, is the sixth largest telephone directory publisher in the world, and is the Italian leader in online and directory advertising and in-office solutions provisions. Through Tin.it, SEAT Pagine Gialle is Italy's leading ISP and with Virgilio is the leading portal and search engine. Recent acquisitions include Telegate, TDL Infomedia, Euredit and a 40.7% stake in Mondus.

About NetCreations

NetCreations, the leader in 100% Opt-In(R) email marketing services, specializes in e-mail address list management, brokerage and delivery. Through its PostMasterDirect.com service, NetCreations has conducted marketing campaigns on behalf of over 2,000 direct marketing clients to targeted consumers in its database of over 22 million 100% Opt-In(R) e-mail addresses. These addresses belong to Internet users who have requested promotional information related to specific topics of interest (opt in) and confirmed their request (double opt in). NetCreations manages opt-in e-mail lists for more than 380 third-party Web sites including internet.com, About.com, LuckySurf.com, CNET and FortuneCity.com. NetCreations protects the privacy of consumers on the Internet by not disclosing e-mail addresses or any other personally identifiable information to direct marketers.

This release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, the impact of competitive products and pricing, product demand and market acceptance, reliance on key strategic alliances, fluctuations in operating results and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.

CONTACT: NetCreations, Inc. Robert Mattes Chief Financial Officer, (212) 625-1370 or NetCreations, Inc. Adrienne Press (212) 625-1370 ext. 223 adrienne@netcreations.com or SEAT Pagine Gialle: Edoardo Bus SEAT Pagine Gialle +39 011 435 3030 or Richard Holloway The Maitland Consultancy +44 (0) 31 487 199 or Investor Relations: Hulus Alpay/Brian Schaffer Press: Robert Ingram/Emily Brunner Morgen-Walke Associates (212) 850-5600 URL: http://www.businesswire.com Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page.

© 2000 Business Wire


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