We are very pleased with today's approval of our merger by the European
Commission, another important step forward in the approval process. In addition
to today's action by the EC, AOL and Time Warner received shareholder approval
of their merger on June 23 and by last month had the necessary Time Warner Cable
franchise approvals. The companies' discussions with U.S. regulators are
proceeding well and the companies are confident they will conclude successfully.
AOL and Time Warner said they are on track to close their merger this fall 3.
DULLES, VA and NEW YORK, NY -- America Online, Inc. (NYSE:AOL) and Time Warner
Inc. (NYSE:TWX) today announced that their shareholders have voted to approve
the proposed merger of the two companies at special shareholders meetings held
respectively in Tysons Corner, Virginia, and New York City. The merger received
the necessary majority votes for approval with approximately 97% of the votes
cast by America Online shareholders in favor of the merger, and approximately
99% of the Time Warner votes cast approving the transaction. Steve Case,
Chairman and Chief Executive Officer of America Online, said: We thank both
America Online and Time Warner shareholders for their support. Everyday since we
announced this merger, we are seeing more and more potential for what America
Online and Time Warner can achieve together for consumers worldwide. Our
combined shareholders’ approval marks a major milestone in our progress to
complete this historic merger. Gerald M. Levin, Chairman and Chief Executive
Officer of Time Warner, said: We truly appreciate the tremendous support of our
combined shareholders for AOL Time Warner. We are continuing to make great
progress in our transition process and look forward to taking advantage of our
expanding opportunities in the Internet, entertainment, and communications
industries to the benefit of our customers, communities and shareholders. As
first announced on January 10, 2000, Time Warner and America Online stock will
be converted to AOL Time Warner stock at fixed exchange ratios.
The Time Warner
common shareholders will receive 1.5 shares of AOL Time Warner common stock for
each share of Time Warner common stock they own. America Online shareholders
will receive one share of AOL Time Warner common stock for each share of America
Online common stock they own. The merger will be effected on a tax-free basis to
shareholders. The stock will be traded under the symbol AOL on the New York
Stock Exchange. Completion of the planned merger, which is subject to certain
regulatory approvals, is expected in the fall. About America Online, Inc.
Founded in 1985, America Online, Inc. is the world’s leader in interactive
services, Web brands, Internet technologies and e-commerce services. About Time
Warner Inc. Time Warner Inc. (www.timewarner.com) is the world’s leading media
company. Its businesses: cable networks, publishing, music, filmed
entertainment, cable and digital media. Statements in this release regarding the
America Online/Time Warner merger, including the benefits from the merger and
expected timing of the closing, are forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management’s current
expectations or beliefs and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the
forward-looking statements. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: inability to obtain, or meet conditions imposed for, governmental
approvals for the America Online/Time Warner merger; costs related to the
merger; fluctuating market prices that could cause AOL Time Warner’s stock value
to be less than the current America Online or Time Warner stock value; the
difficulty the market may have in valuing the AOL Time Warner business model;
the risk that the America Online and Time Warner businesses will not be
integrated successfully; the failure of AOL Time Warner to realize anticipated
benefits of the America Online/Time Warner merger; and other economic, business,
competitive and/or regulatory factors affecting America Online’s and Time
Warner’s businesses generally.
