MORGAN HILL, Calif., Oct. 17, 2001 (PRIMEZONE) -- Cidco Incorporated (Nasdaq:CDCO) announced today that EarthLink, Inc. (Nasdaq:ELNK) and Cidco have entered into a definitive agreement pursuant to which a wholly owned subsidiary of EarthLink will make a cash tender offer to acquire all of the outstanding common stock of Cidco, for an aggregate purchase price of approximately $5 million. Under the terms of the agreement, EarthLink will offer cash of $0.36 net per outstanding common share in a tender offer scheduled to be commenced no later than October 31, 2001. The offer will expire, unless extended, twenty (20) business days thereafter. The closing of the tender offer is conditioned upon at least 50% of the outstanding Cidco common shares being tendered before the offer expires and certain other customary conditions. Officers and directors of Cidco and their affiliates have irrevocably committed to tender their shares, representing approximately 6.8% of Cidco's outstanding shares, in the transaction.
The tender offer will be followed by a second step merger in which those shares not tendered will be converted into the right to receive the same $0.36 per share in cash. Cidco has also granted EarthLink an option to purchase 19.9% of Cidco's outstanding stock, exercisable in certain events, at an exercise price of $.36 per share. EarthLink has agreed to provide interim financing of up to $5 million to Cidco, with advances to be secured by substantially all of Cidco's assets. Following completion of the tender offer, EarthLink will be entitled to designate a majority of the Board of Directors of Cidco. If 90 percent of the outstanding shares of Cidco common stock are tendered and purchased pursuant to the offer, the second step merger can be completed thereafter without a vote or meeting of Cidco's stockholders. The boards of directors of Cidco and EarthLink have approved the transaction. TM Capital is serving as financial advisor to Cidco in this transaction.
"Cidco's well-established product line gives us a great opportunity to extend the EarthLink Internet experience to new segments of Internet users through a variety of channels, including Cidco's established retail channel," said Lance Weatherby, executive vice president of the ISP's "EarthLink Everywhere" initiative. "We're especially excited over the prospect of offering major retailers these devices to not only meet the needs of non-PC users and consumers who are new to the Internet, but also to offer avid Internet users additional points of access in their homes -- either by dialing-up or through a home network."
Paul Locklin, president and chief executive officer, said, "We have been examining strategic alternatives with our financial advisors since March of this year. We have reviewed numerous possibilities and scenarios regarding alliances, joint ventures, other capital formation measures and the sale of the company. We firmly believe that an acquisition of Cidco by EarthLink is in the best interests of our shareholders.
"Were we to go forward on our own, our ability to continue as a viable ongoing business would be dependent on generating a substantial additional subscriber base. But that would require a significant commitment of capital resources for marketing and promotion activities, upon which subscriber growth is predicated. We do not feel we have adequate resources to generate the necessary levels of subscriber growth," Locklin said.
"Accordingly, senior management and the board of directors unanimously support the tender offer and merger agreement with EarthLink and believe this transaction is the best alternative available to our shareholders," said Locklin.
Locklin also said Cidco's MIVO product line, its customers and retail partners will benefit from the EarthLink brand. "Given EarthLink's reputation and experience as a leading Internet service provider, we believe the retail channel will be highly enthusiastic about the brand equity EarthLink will bring to retail storefronts."
Conference Call Information
The Company's conference call will be Thursday, October 18, at 8:30 a.m. EDT (5:30 a.m. PDT). Following a brief presentation, participants will have the opportunity to ask questions. To participate in the call, dial 1-800-852-8968 ten minutes before the conference call begins and ask for the CIDCO conference. A replay will be available two hours after the conclusion of the call until October 24, 2001. To access the replay, dial 1-800-642-1687 or for International/Local participants dial, 706-645-9291 using pass code 2053926.
This call is being webcast by CCBN and can be accessed at CIDCO's Web site at www.cidco.com. To listen to the live call, click the webcast link at least 15 minutes before the start of the call to register, download, and install any necessary audio software. Individuals accessing the audio webcast will be "listen only" and will not have the capability to take part in the Q&A session.
An Internet replay will be available at the conclusion of the call. Interested individuals can access the webcast replay at www.cidco.com by pressing the webcast icon. The webcast replay will be available until November 18, 2001.
About Cidco
Cidco, Inc. is a worldwide leader in personal Internet communications products and services that enable consumers to communicate simply and easily over the Internet. Cidco introduced its first Internet appliance in 1998, and now provides a family of portable, affordable, easy-to-use devices that make e-mail and other Internet-based information readily available to consumers. The company is headquartered in Morgan Hill, Calif., at the south end of Silicon Valley. For additional information, visit www.CIDCO.com or call (408) 779-1162.
About EarthLink
The No. 1 Provider of the Real Internet(tm), EarthLink brings the magic of the Internet to approximately 4.9 million subscribers every day. Headquartered in Atlanta, EarthLink provides a full range of innovative access, hosting and e-commerce solutions to thousands of communities through a nationwide network of dial-up points of presence, and broadband and wireless technologies. EarthLink is committed to doing an exceptional job of pleasing its subscribers, shareholders and the community by following the company's Core Values and Beliefs. Information about EarthLink services is available by calling 800-395-8425 and through EarthLink's Web site at www.earthlink.net.
Availability of SEC Tender Offer and Other Information
Cidco stockholders are advised to read the tender offer statement and the solicitation/recommendation statement regarding the acquisition referenced in this news release, which will be filed with the Securities and Exchange Commission upon commencement of the tender offer. The tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the solicitation/recommendation statement will contain important information which should be read carefully before any decision is made with respect to the offer. Cidco stockholders may obtain a free copy of the tender offer statement and the solicitation/recommendation statement when it is available and other documents filed by EarthLink and Cidco with the SEC at the SEC's Web site at www.sec.gov. The tender offer statement and the solicitation/recommendation statement and these other documents may also be obtained by Cidco stockholders without cost to them from EarthLink and Cidco.
Safeharbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Cidco's current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Risks include Cidco's ability to satisfy all conditions to the transaction. You are encouraged to review Cidco's recent filings with the Securities and Exchange Commission, including Cidco's current quarterly report on Form 10-Q, annual report on Form 10-K/A for the fiscal year ended December 31, 2000, and its other filings with the Securities and Exchange Commission, copies of which may be accessed through the SEC's Web site at http://www.sec.gov. Descriptions of risk factors are not intended to be complete. Cidco is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
MIVO and CIDCO are trademarks of CIDCO Incorporated. All other trademarks are the property of their respective owners.