Web.com,
Inc. has filed to
rescind its acquisition of WebSource Media, which was announced
about a month ago. Among other matters, Web.com recently
learned that the Federal Trade Commission (the "FTC") filed a sealed
action in the United States District Court for the Southern District of
Texas against WebSource Media, L.L.C. and its members that alleges
unfair and deceptive acts and business practices prior to the
acquisition.
Web.com was not named as a defendant in the FTC action and had no
prior knowledge of any investigation or alleged unfair and deceptive
practices at WebSource Media. The FTC's sealed case uncovered material
facts previously undisclosed by WebSource Media to Web.com, which
Web.com believes constitute material breaches of the agreement pursuant
to which the company acquired WebSource Media. The court has appointed
a temporary receiver for WebSource Media and Web.com has been appointed
to manage the business operations of WebSource Media as an agent of the
receiver.
Web.com structured the WebSource Media acquisition as an earn-out in
which the owners of WebSource Media would earn payments based on
reaching revenue and profitability goals. The majority of these
payments were scheduled to occur only if the aforementioned goals were
achieved over a three-year period. Web.com has incurred approximately
$3.5 - $4.0 million of expenses related to this acquisition which
include debt payments, liabilities, operating costs, initial earn-out
and closing costs. The company expects to record a charge of that
amount during the second quarter of 2006. Web.com will use all
appropriate legal means to recoup these funds and recover damages.
Forward-looking Statements
Except for the historical information contained in this press
release, statements in this press release may be considered
forward-looking statements. These forward-looking statements include,
but are not limited to, Web.com's intent to rescind its acquisition of
WebSource Media and pursue other legal remedies, and the earnings
charge Web.com expects to incur. Investors should not place undue
reliance on these forward-looking statements, which are based on
Web.com's current expectations, beliefs and assumptions. These
forward-looking statements speak only as of the date hereof and are
based upon the information available to Web.com at this time. Such
information is subject to change, and Web.com will not necessarily
inform you of such change. These statements are not guarantees of
future actions or results and are subject to risks, uncertainties and
assumptions that are difficult to predict. Therefore, Web.com's actual
actions and results could differ materially and adversely from those
expressed in any forward-looking statement as a result of various
factors. Factors which could affect these forward-looking statements
include, but are not limited to, whether the remedy of rescission is
available to Web.com and whether it will be successful in pursuing this
and other remedies against the former owners of WebSource Media.