Internap and VitalStream Announce S-4 Declared Effective by SEC
17 Enero 2007 - 8:47AM
Business Wire
Internap Network Services Corporation (NASDAQ: INAP) and
VitalStream Holdings, Inc. (NASDAQ: VSTH) today announced that the
registration statement on Form�S-4 containing the joint proxy
statement/prospectus related to the proposed merger between
Internap and VitalStream was declared effective on January 10,
2007. The companies have commenced the mailing of the joint proxy
statement/prospectus to stockholders. Internap and VitalStream
stockholders are urged to read the joint proxy
statement/prospectus, which contains important information
regarding the proposed merger. The special meeting for Internap
stockholders will be held at 3:00 p.m. ET on February 20, 2007, at
250 Williams Street, Atlanta, Georgia, 30303. The special meeting
for VitalStream stockholders will be held at 12:00 p.m. PT on
February 20, 2007, at 555 Anton Blvd., Suite 400, Costa Mesa,
California, 92626. The record date for each company�s special
meeting of stockholders is the close of business on December 29,
2006. The companies anticipate that the transaction will close as
soon as practicable after the date of the stockholder meetings,
subject to approvals by Internap and VitalStream stockholders and
the satisfaction of other closing conditions. Additional
Information Regarding the Transaction The announcement of the
transaction is neither a solicitation of a proxy, an offer to
purchase nor a solicitation of an offer to sell shares of the
Company�s common stock. Internap and VitalStream have filed with
the Securities and Exchange Commission (�SEC�) a Joint Proxy
Statement/Prospectus on Form S-4. In addition, other relevant
materials in connection with the proposed transaction will be filed
with the SEC. INVESTORS IN INTERNAP AND VITALSTREAM ARE URGED TO
READ CAREFULLY THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT MATERIAL WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT INTERNAP, VITALSTREAM AND THE
TRANSACTION. Any offer of securities will only be made pursuant to
the Joint Proxy Statement/Prospectus. The documents will be
available without charge on the SEC�s web site at www.sec.gov. A
free copy of the final Joint Proxy Statement/Prospectus may also be
obtained from Internap and VitalStream through their Investor
Relations contacts provided below. The officers and directors of
VitalStream may have interests in the proposed acquisition, some of
which may differ from, or may be in addition to, those of the
stockholders of VitalStream generally. A description of the
interests that the officers and directors of the companies have in
the proposed transaction will be available in the Joint Proxy
Statement/Prospectus. In addition, Internap and VitalStream, their
respective officers, directors and certain of their management and
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Internap and VitalStream in favor
of the acquisition. Information about the officers and directors of
Internap is set forth in the proxy statement for Internap�s 2006
Annual Meeting of Stockholders filed with the SEC on April 26,
2006. Information about the officers and directors of VitalStream
is set forth in the proxy statement for VitalStream�s 2006 Annual
Meeting of Stockholders filed with the SEC on June 20, 2006.
Information about the ownership of Internap and VitalStream
securities by each company�s respective officers and directors is
set forth in the Joint Proxy Statement/Prospectus on Form S-4 filed
with the SEC on January 9, 2007. Investors may obtain more detailed
information concerning the participants by reading the Joint Proxy
Statement/Prospectus when it is filed with the SEC. Internap �Safe
Harbor� Statement Certain information included in this press
release constitutes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, including,
among others, statements regarding the closing of the transaction
with VitalStream, are forward-looking statements. Forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties that actual results may differ materially
from those contemplated by forward-looking statements. The
transaction and the achievement of any anticipated benefits from
the transaction are subject to significant risks and uncertainties.
Many important factors that may affect Internap�s and the combined
company�s business, results of operations and financial condition
include, but are not limited to, our ability to sustain
profitability; the ability to successfully integrate the operations
of Internap and VitalStream; our ability to compete against
existing and future competitors; pricing pressures; our ability to
respond successfully to the evolution of the high performance
Internet connectivity and services industry; our ability to respond
successfully to technological change; our ability to deploy new
access points in a cost-efficient manner; the availability of
services from Internet network service providers or network service
providers providing network access loops and local loops on
favorable terms or at all; failure of third party suppliers to
deliver their products and services on favorable terms or at all;
failures in our network operations centers, network access points
or computer systems; fluctuations in our operating results; our
ability to secure adequate funding; the incurrence of additional
restructuring charges; our ability to operate in light of
restrictions in our credit facility, including our ability to
maintain ratios set forth in the credit facility; our ability to
attract and retain qualified personnel; our ability to protect
ourselves and our customers from security breaches; our ability to
protect our intellectual property; our ability to successfully
complete future acquisitions; risks associated with international
operations; claims relating to intellectual property rights;
government regulation of the Internet; the dilutive effects of our
stock price due to outstanding stock options and warrants; future
sales of stock; effects of natural disasters or terrorist activity;
and volatility of our stock price. Our Annual Report on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, recent Current Reports
on Form 8-K and other Securities and Exchange Commission filings
discuss the foregoing risks as well as other important risk factors
that could contribute to such differences or otherwise affect our
business, results of operations and financial condition. The
forward-looking statements in this release speak only as of the
date they are made. We undertake no obligation to revise or update
publicly any forward-looking statement for any reason. About
Internap Internap is a market leader of intelligent route control
solutions that bring reliability, performance and security to the
Internet. The company�s patented and patent-pending technologies
address the inherent weaknesses of the Internet, enabling
enterprises to take full advantage of the benefits of deploying
business-critical applications such as e-commerce, VoIP, and
audio/video across IP networks. Internap currently serves more than
2,200 customers throughout North America, Europe, Asia and
Australia. For more information, please visit the company web site
at www.internap.com. Internap is a trademark of Internap Network
Services. All other trademarks and brands are the property of their
respective owners. VitalStream Forward Looking Statements This news
release contains forward-looking statements made by VitalStream in
reliance upon the safe harbor provisions of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. All statements, other than statements of historical
facts, including statements regarding the closing of the
transaction, are forward looking statements. The following factors,
among others, could cause actual results to differ materially from
those described in any forward-looking statements: the risk that
the transaction may not be consummated for various reasons,
including failure to obtain shareholder approval, failure of one or
more parties to satisfy all conditions to closing or breach of the
merger agreement by one or more parties. More detailed information
about these factors and others are discussed in �Risk Factors� and
elsewhere in the Annual Report on Form 10-K of VitalStream
Holdings, Inc. and Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed since the filing of the Form 10-K by
VitalStream Holdings, Inc. with the SEC. Such forward-looking
statements speak only as of the date of this release. VitalStream
is under no obligation and expressly disclaims any obligation to
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise. About VitalStream
VitalStream Holdings, Inc., through its wholly owned subsidiaries,
is a global provider of integrated content delivery services that
enable businesses to stream digital media to large audiences over
the Internet. The company provides solutions, including video and
audio streaming, advertising placement, reporting and analysis,
live event broadcasting, media asset management, integrated Web
hosting and consulting services.
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