MarketWatch.com, Inc. and Pinnacor Inc., formerly known as ScreamingMedia, have signed a definitive agreement whereby MarketWatch.com will acquire Pinnacor. Under the terms of the agreement, a new company will be formed to combine the businesses of MarketWatch.com and Pinnacor. Each Pinnacor stockholder will have the right to elect either $2.42 in cash or 0.2659 shares of the stock of the combined company for each share of Pinnacor stock, subject to proration. Each MarketWatch.com stockholder will receive one share of stock in the combined company for each share of MarketWatch.com stock. The aggregate consideration paid to Pinnacor stockholders will be $44 million in cash and 6.5 million shares of the stock of the combined company. Based on the closing price and the number of outstanding shares of MarketWatch.com's common stock on July 22, 2003, the aggregate purchase price for Pinnacor would be $103.2 million and Pinnacor stockholders will own approximately 27% of the combined company's equity. In addition, upon the closing, Pinnacor will nominate two representatives to the new company's board of directors.
The acquisition is subject to customary closing conditions, including regulatory approval and the approval of MarketWatch.com and Pinnacor stockholders. The transaction is expected to be completed during the fourth quarter of 2003. MarketWatch.com believes its fourth quarter 2003 earnings will be diluted from a one-time restructuring charge and other deal-related costs, and the transaction will be accretive to earnings in calendar year 2004. UBS Investment Bank is acting as financial advisor to MarketWatch.com on this transaction, and Citigroup Global Markets is acting as financial advisor to Pinnacor.