NBC to Acquire NBC Internet Inc

Business Wire, April 9, 2001

Business Editors

NEW YORK & SAN FRANCISCO--(BUSINESS WIRE)--April 9, 2001

NBC and Internet portal company NBCi (Nasdaq: NBCI) announced today that they have entered into a merger agreement under which NBC will acquire all of NBCi and integrate its properties into NBC. NBCi was created in 1999, when NBC merged several of its key Internet assets with XOOM.com and Snap.com.

NBC is currently a minority shareholder in NBCi, holding approximately 38.6% of the company's outstanding shares. Under terms of the agreement, public shareholders of NBCi will receive $2.19 for each share of NBCi that they own. This price represents a 46% premium over NBCi's closing price of $1.50 on Friday, April 6. As a result of the merger, NBC will own all of the remaining assets and liabilities of NBCi.

"NBC has been a pioneer in new technologies, and the steps we took to create NBCi were in keeping with that tradition," said Bob Wright, Vice Chairman, GE, and President & CEO, NBC. "However, recent changes in the portal space and the Internet advertising market have caused us to reexamine this initiative. This acquisition will enable us to build on our competitive advantage in the Internet arena while leveraging our core competencies as a network."

NBC is in the process of determining how NBCi's assets will be utilized. NBC's strategy for these Web properties will be developed over the next several months.

"This transaction lays the groundwork for future decisions about our online presence," said Mark Begor, CFO, NBC, and President, NBC Business Development and Interactive Media. "This begins the next phase in the evolution of our Internet strategy as we seek to build successful models like MSNBC.com, the No. 1 news site on the Internet, and CNBC.com, the stickiest financial site on the Web."

The transaction was separately negotiated and approved by the non-NBC members of NBCi's board of directors. Dresdner Kleinwort Wasserstein served as financial advisor to the non-NBC members of the board in connection with the transaction. The agreement is subject to customary conditions, including the approval of a majority of the shares held by NBCi's public shareholders. The transaction is expected to be completed some time this summer.

"Today's declining market conditions in the Internet space have made it difficult for NBCi to remain competitive," said Will Lansing, CEO, NBCi. "This was a hard decision, but in the end we have determined that this course of action is best for the company's public stockholders. They will be receiving a substantial premium over the current share price, in an environment in which only top tier portal services are even close to being profitable. Rather than continuing to operate at a significant loss, and having the value of NBCi continue to erode, we believe this transaction is in the best interest of NBCi's public stockholders."

Consistent with its existing plans, NBCi will immediately begin reducing the size of its workforce as it prepares to scale down the business.

NBC and NBCi will hold a conference call on Monday, April 9, 2001, at 11:00 a.m. ET with key executives to discuss the transaction. The call number is 1-800-289-0493. A replay will be available after 2:00 p.m. ET at 1-888-203-1112 (confirmation code: 464024).

ABOUT NBC

The nation's first broadcast network, NBC has evolved into a diverse, international media company. In addition to the NBC Television Network and 13 television stations, the company owns CNBC, operates MSNBC in partnership with Microsoft, and maintains equity interests in Arts & Entertainment, the History Channel, and Rainbow Media Holdings, Inc. NBC owns equity stakes in several new media companies in addition to NBCi. International holdings include CNBC Europe and CNBC Asia, which are services of NBC and Dow Jones, and an equity position in National Geographic Channels International.

ABOUT NBC INTERNET INC.

NBC Internet Inc. (NBCi) is a leading Internet company that helps consumers access Internet resources, leveraging user data to broker information, commercial, and entertainment transactions between consumers and marketing partners. NBCi's flagship consumer Internet portal, NBCi.com, provides Internet search and directory, information, community, personal file storage, e-commerce, and entertainment services for both narrowband and broadband users.

NBCi was launched in November 1999 through the combination of NBC and CNET's Snap.com, Xoom.com, NBC.com, NBC Interactive Neighborhood, VideoSeeker, and a 10 percent equity stake in CNBC.com. NBC Internet publicly trades under the ticker NBCI on The Nasdaq Stock Market(R). NBC, a subsidiary of General Electric Company (GE), holds a 38.6 percent ownership stake in NBCi. NBCi has headquarters in San Francisco and has offices in New York City, Los Angeles and Chicago.

FORWARD LOOKING STATEMENTS

This press release includes forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ materially. These statements are often identified by words such as "expect" "anticipated" and "intend." These forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those projected, anticipated or implied. The forward-looking statements address the following subjects, among others: expected date of closing the merger, future financial and operating results, and timing and benefits of the merger. Statements regarding the expected date of completion of the transaction are subject to the risk that the closing conditions will not be satisfied, including the risk that regulatory approvals will not be obtained or that the stockholders of NBCi will not approve the merger and that the merger will not be consummated.