Infonautics and Tucows Sign Definitive Merger Agreement; Strengthens Leading Distributor of Digital Applications and Content

Mar 28, 2001, 00:00 ET from Infonautics, Inc.

    KING OF PRUSSIA, Pa., March 28 /PRNewswire/ --
 Infonautics, Inc. (Nasdaq:   INFO), a pioneering provider of personalized
 information agents and Internet sites, and privately held Tucows Inc., a
 leading provider of wholesale digital products to Internet service providers
 and web hosting companies worldwide, announced today that they have signed a
 definitive merger agreement.
     In consideration of the merger, Infonautics will issue approximately
 50 million shares of Class A common stock to the Tucows shareholders who will
 own roughly 80% of the merged company at closing.  Upon completion of the
 merger, which is subject to Infonautics and Tucows shareholder approval,
 certain regulatory approvals, and certain other closing conditions,
 Infonautics will remain a public company and is expected to adopt the Tucows
 name.  The transaction is expected to close during the third quarter of 2001.
     "Tucows met our combined criteria of growth, cash investment profile,
 content synergies, and future potential," stated Van Morris, President & Chief
 Executive Officer of Infonautics.  "Tucows is in the financial sweet spot of
 the distribution chain for digital products such as domain registrations and
 digital certificates.  Their distribution strategy resulted in a year 2000
 increase of sales bookings to over $28 million from $4 million the previous
 year, and they entered 2001 with approximately $16 million in deferred
 revenue.  This sales momentum coupled with Tucows' low cost distribution
 platform positions the combined company to be a significant player in a
 rapidly consolidating market."
     "This transaction makes sense for both companies and will allow the
 combined company to capitalize on the numerous growth opportunities available
 to it," said Elliot Noss, President and CEO of Tucows.  "To date, Tucows has
 demonstrated its ability to be a market leader in domain registrations,
 software distribution, and understanding the needs of ISPs and web hosting
 companies.  We are uniquely positioned to benefit from the introduction of
 additional digital products, such as web certificates and messaging, to our
 distribution platform.  This sets the stage for further growth."
     Infonautics and Tucows will host a conference call to discuss today's
 announcement.  The conference call will be held today, Wednesday, March 28th,
 at 1:00 PM Eastern Time.  To participate in the call, dial 800-967-7138 at
 least ten minutes before the call begins using the pass code 641307, or by
 asking for the Infonautics and Tucows conference call.  A replay of the call
 will be available approximately four hours following the conclusion of the
 live broadcast and will continue through April 4, 2001.  To access the replay,
 dial 888-203-1112 using a pass code of 641307.
     Investors, analysts, and the general public will also have the opportunity
 to listen to the conference call over the Internet by visiting
 http://www.vcall.com .  To listen to the live call on the web, please visit
 the Website at least fifteen minutes early to register, download and install
 any necessary software.  For those who cannot listen to the live Webcast, an
 archive version will be available shortly after the call.
 
     ABOUT INFONAUTICS
     Infonautics, Inc. is a pioneering provider of personalized information
 agents and Internet sites.  The Infonautics Network of Web properties includes
 the award-winning Company Sleuth, Job Sleuth and Entertainment Sleuth sites.
 The Infonautics Network also includes Search and Reference Media sites
 consisting of Electric Library, Encyclopedia.com, and NewsDirectory.com.  The
 Electric Library site was the first reference site of its type on the
 Internet, and is one of the largest paid subscription sites on the Web, with
 approximately 80,000 paying subscribers.  Infonautics was founded in 1992 and
 is headquartered in King of Prussia, PA.
 
     Media contact:
     Van Morris & Investor Relations, Infonautics, Inc.  Phone 610-680-0296
     ir@infonautics.com
 
     ABOUT TUCOWS
     Tucows Inc. is a leading distributor of e-business services and
 applications on the Internet.  With a network of more than 5,000 resellers in
 more than 100 countries around the world, Tucows is the largest network of its
 kind.  The Tucows site offers more than 30,000 software titles in libraries
 located around the world, providing users with a fast local download.  Tucows
 is an ICANN-accredited registrar.  Tucows is a leading provider of wholesale
 domain name registrations and related services in the world.  For more
 information, please visit: http://www.opensrs.org or
 http://www.opensrs.org/multilingual.shtml or http://partner.tucows.com or go
 to http://www.tucows.com and click on Partner Home.
 
     Media contact:
     Dan Klores Associates, Inc.  Phone 212-685-4300
     Mark Hazlin/Ed Tagliaferri
     mark_hazlin@dkcnews.com / edmund_tagliaferri@dkcnews.com
 
     This news release contains, in addition to historical information,
 forward-looking statements that involve risks and uncertainties.  These
 forward-looking statements may include statements regarding, for example, the
 issuance of shares, ownership percentages as a result of the merger, the
 public listing of Infonautics and the merged company, the adoption of the
 Tucows name by the merged company, the failure of the Infonautics or Tucows
 stockholders to approve the merger, receipt of regulatory approvals and
 satisfaction of closing conditions, completion of the transactions related to
 the merger on any schedule, the continued growth and success of Tucows and
 Infonautics' businesses individually and when merged, the introduction of new
 products and services and their success, the risk that the Infonautics and
 Tucows businesses will not be integrated successfully, costs related to the
 transaction, inability to further develop and achieve commercial success for
 the merged company's business strategy, the tax and accounting treatment of
 the merger and related transactions, the closing of the transaction, and the
 deployment of each company's respective resources following the merger.  Such
 statements are based on management's current expectations and are subject to a
 number of uncertainties and risks that could cause actual results to differ
 materially from those described in the forward-looking statements.  More
 information about potential factors which could affect Infonautics is included
 in the Risk Factors sections of the company's filings with the Securities and
 Exchange Commission.  All forward-looking statements included in this document
 are based on information available to Infonautics as of the date of this
 document, and Infonautics assumes no obligation to update such
 forward- looking statements.
     You are urged to read the proxy statement/prospectus to be included in the
 Infonautics, Inc. Form S-4 Registration Statement, in connection with the
 transaction to be filed with the Securities and Exchange Commission (SEC),
 when it is available, because the proxy statement/prospectus and the Form S-4
 Registration Statement will contain important information.  Copies of the
 proxy statement/prospectus and the Form S-4 Registration Statement will be
 available, as well as copies of reports, proxy statements, and other
 information regarding Infonautics, Inc. filed with the SEC, free of charge on
 the SEC website or from Infonautics, Inc.  Requests for documents relating to
 Infonautics, Inc. should be directed to Infonautics, Inc., 590 North Gulph
 Road, King of Prussia, PA 19406-2800, Attention: Investor Relations or by
 e-mail ir@infonautics.com.
     INFONAUTICS and COMPANY SLEUTH are registered trademarks of Infonautics,
 Inc. or its subsidiaries.  JOB SLEUTH, ENTERTAINMENT SLEUTH, ENCYCLOPEDIA.COM,
 and NEWSDIRECTORY.COM are trademarks of Infonautics, Inc. or its subsidiaries.
 All other trademarks and service marks are the properties of their respective
 owners.
 
 

SOURCE Infonautics, Inc.
    KING OF PRUSSIA, Pa., March 28 /PRNewswire/ --
 Infonautics, Inc. (Nasdaq:   INFO), a pioneering provider of personalized
 information agents and Internet sites, and privately held Tucows Inc., a
 leading provider of wholesale digital products to Internet service providers
 and web hosting companies worldwide, announced today that they have signed a
 definitive merger agreement.
     In consideration of the merger, Infonautics will issue approximately
 50 million shares of Class A common stock to the Tucows shareholders who will
 own roughly 80% of the merged company at closing.  Upon completion of the
 merger, which is subject to Infonautics and Tucows shareholder approval,
 certain regulatory approvals, and certain other closing conditions,
 Infonautics will remain a public company and is expected to adopt the Tucows
 name.  The transaction is expected to close during the third quarter of 2001.
     "Tucows met our combined criteria of growth, cash investment profile,
 content synergies, and future potential," stated Van Morris, President & Chief
 Executive Officer of Infonautics.  "Tucows is in the financial sweet spot of
 the distribution chain for digital products such as domain registrations and
 digital certificates.  Their distribution strategy resulted in a year 2000
 increase of sales bookings to over $28 million from $4 million the previous
 year, and they entered 2001 with approximately $16 million in deferred
 revenue.  This sales momentum coupled with Tucows' low cost distribution
 platform positions the combined company to be a significant player in a
 rapidly consolidating market."
     "This transaction makes sense for both companies and will allow the
 combined company to capitalize on the numerous growth opportunities available
 to it," said Elliot Noss, President and CEO of Tucows.  "To date, Tucows has
 demonstrated its ability to be a market leader in domain registrations,
 software distribution, and understanding the needs of ISPs and web hosting
 companies.  We are uniquely positioned to benefit from the introduction of
 additional digital products, such as web certificates and messaging, to our
 distribution platform.  This sets the stage for further growth."
     Infonautics and Tucows will host a conference call to discuss today's
 announcement.  The conference call will be held today, Wednesday, March 28th,
 at 1:00 PM Eastern Time.  To participate in the call, dial 800-967-7138 at
 least ten minutes before the call begins using the pass code 641307, or by
 asking for the Infonautics and Tucows conference call.  A replay of the call
 will be available approximately four hours following the conclusion of the
 live broadcast and will continue through April 4, 2001.  To access the replay,
 dial 888-203-1112 using a pass code of 641307.
     Investors, analysts, and the general public will also have the opportunity
 to listen to the conference call over the Internet by visiting
 http://www.vcall.com .  To listen to the live call on the web, please visit
 the Website at least fifteen minutes early to register, download and install
 any necessary software.  For those who cannot listen to the live Webcast, an
 archive version will be available shortly after the call.
 
     ABOUT INFONAUTICS
     Infonautics, Inc. is a pioneering provider of personalized information
 agents and Internet sites.  The Infonautics Network of Web properties includes
 the award-winning Company Sleuth, Job Sleuth and Entertainment Sleuth sites.
 The Infonautics Network also includes Search and Reference Media sites
 consisting of Electric Library, Encyclopedia.com, and NewsDirectory.com.  The
 Electric Library site was the first reference site of its type on the
 Internet, and is one of the largest paid subscription sites on the Web, with
 approximately 80,000 paying subscribers.  Infonautics was founded in 1992 and
 is headquartered in King of Prussia, PA.
 
     Media contact:
     Van Morris & Investor Relations, Infonautics, Inc.  Phone 610-680-0296
     ir@infonautics.com
 
     ABOUT TUCOWS
     Tucows Inc. is a leading distributor of e-business services and
 applications on the Internet.  With a network of more than 5,000 resellers in
 more than 100 countries around the world, Tucows is the largest network of its
 kind.  The Tucows site offers more than 30,000 software titles in libraries
 located around the world, providing users with a fast local download.  Tucows
 is an ICANN-accredited registrar.  Tucows is a leading provider of wholesale
 domain name registrations and related services in the world.  For more
 information, please visit: http://www.opensrs.org or
 http://www.opensrs.org/multilingual.shtml or http://partner.tucows.com or go
 to http://www.tucows.com and click on Partner Home.
 
     Media contact:
     Dan Klores Associates, Inc.  Phone 212-685-4300
     Mark Hazlin/Ed Tagliaferri
     mark_hazlin@dkcnews.com / edmund_tagliaferri@dkcnews.com
 
     This news release contains, in addition to historical information,
 forward-looking statements that involve risks and uncertainties.  These
 forward-looking statements may include statements regarding, for example, the
 issuance of shares, ownership percentages as a result of the merger, the
 public listing of Infonautics and the merged company, the adoption of the
 Tucows name by the merged company, the failure of the Infonautics or Tucows
 stockholders to approve the merger, receipt of regulatory approvals and
 satisfaction of closing conditions, completion of the transactions related to
 the merger on any schedule, the continued growth and success of Tucows and
 Infonautics' businesses individually and when merged, the introduction of new
 products and services and their success, the risk that the Infonautics and
 Tucows businesses will not be integrated successfully, costs related to the
 transaction, inability to further develop and achieve commercial success for
 the merged company's business strategy, the tax and accounting treatment of
 the merger and related transactions, the closing of the transaction, and the
 deployment of each company's respective resources following the merger.  Such
 statements are based on management's current expectations and are subject to a
 number of uncertainties and risks that could cause actual results to differ
 materially from those described in the forward-looking statements.  More
 information about potential factors which could affect Infonautics is included
 in the Risk Factors sections of the company's filings with the Securities and
 Exchange Commission.  All forward-looking statements included in this document
 are based on information available to Infonautics as of the date of this
 document, and Infonautics assumes no obligation to update such
 forward- looking statements.
     You are urged to read the proxy statement/prospectus to be included in the
 Infonautics, Inc. Form S-4 Registration Statement, in connection with the
 transaction to be filed with the Securities and Exchange Commission (SEC),
 when it is available, because the proxy statement/prospectus and the Form S-4
 Registration Statement will contain important information.  Copies of the
 proxy statement/prospectus and the Form S-4 Registration Statement will be
 available, as well as copies of reports, proxy statements, and other
 information regarding Infonautics, Inc. filed with the SEC, free of charge on
 the SEC website or from Infonautics, Inc.  Requests for documents relating to
 Infonautics, Inc. should be directed to Infonautics, Inc., 590 North Gulph
 Road, King of Prussia, PA 19406-2800, Attention: Investor Relations or by
 e-mail ir@infonautics.com.
     INFONAUTICS and COMPANY SLEUTH are registered trademarks of Infonautics,
 Inc. or its subsidiaries.  JOB SLEUTH, ENTERTAINMENT SLEUTH, ENCYCLOPEDIA.COM,
 and NEWSDIRECTORY.COM are trademarks of Infonautics, Inc. or its subsidiaries.
 All other trademarks and service marks are the properties of their respective
 owners.
 
 SOURCE  Infonautics, Inc.

RELATED LINKS

http://www.infonautics.com