VA Linux Systems & Andover.Net Amend the Terms of Acquisition Agreement
SUNNYVALE, Calif. April 27, 2000 Effective today, VA Linux Systems and Andover.Net have amended the terms of the agreement by which VA Linux will acquire all of the outstanding shares of Andover.Net.
Under the new terms, each share of Andover.Net Common Stock outstanding as of the closing of the transaction will be exchanged for 0.425 of a share of VA Linux Systems Common Stock. Based on tax concerns, the parties modified the previously announced agreement, in which each outstanding share of Andover.Net Common Stock would have received 0.425 shares of VA Linux Common Stock, reduced by a pro rata portion of cash.
Andover.Net (NASDAQ:ANDN) is the leading Linux destination on the Internet. Serving 60 million page impressions to over 3 million users each month, Andover.Net (www.Andover.Net) includes the largest news/community site, Slashdot (slashdot.org); the largest site for programmer resources, Freshmeat.net (www.freshmeat.net); the leading online support site for Linux and Open Source QuestionExchange; and the popular developer e-commerce site, ThinkGeek (thinkgeek.com). With these sites and our other Linux sites such As FreeCode (freecode.com) and LinuxDaveCentral (www.linux.davecentral.com), Andover.Net accounts for over 50% of the visits to Linux destinations on the Internet. Andover.Net also includes cross-platform sites that provide Programmer and developer resources for users of many popular operating systems in addition to Linux such as Windows, UNIX and Macintosh.
The proposed acquisition is subject to various risks and uncertainties, which include, but are not limited to: VA Linux's ability to integrate Andover.Net into its operations; the timing of new product introductions; pricing pressures and other competitive factors; and the fact that VA Linux and Andover.Net have incurred and will continue to incur substantial losses. Further information regarding these risks will be included in a registration statement on Form S-4 to be filed by VA Linux with the Securities and Exchange Commission (SEC) in connection with the merger. Further information on the risks and uncertainties affecting each company is contained in each company's filings with the SEC.
Including their respective S-1 registration statements, VA Linux's Quarterly Report on Form 10-Q for the period ended January 28, 2000 and Andover.Net's Annual Report on Form 10-K for the year ending December 31, 2000. The above mentioned documents contain important information and you are urged to review them carefully. Each such document is available free of charge at the SEC Website at http://www.sec.gov
About VA Linux Systems
Since 1993, VA Linux Systems (NASDAQ:LNUX) has been a recognized leader in Linux and Open Source solutions for Internet infrastructure. VA Linux provides a single point of contact for Linux systems, Open Source software and expertise, and world-class professional services and support. VA Linux Systems owns and operates SourceForgeTM, the world's largest Open Source development center, as well as Linux.com and Themes.org. Headquartered in Sunnyvale, VA Linux is located on the Web at www.valinux.com
Note: VA Linux Systems is a trademark of VA Linux Systems, Inc. Linux is a registered trademark of Linus Torvalds. All other trademarks are property of their respective owners.