[NPL] AOL to Acquire Netscape
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[NPL] AOL to Acquire Netscape

AMERICA ONLINE, INC. TO ACQUIRE
NETSCAPE COMMUNICATIONS CORPORATION
IN STOCK TRANSACTION VALUED AT $4.2 BILLION

Acquisition To Significantly Advance AOL's Multiple Brand Strategy,
Broaden Audience, and Take E-Commerce to New Level

AOL To Operate Most Popular and Diverse
Family of Brands in Cyberspace

AOL and Sun Microsystems, Inc. to Develop Next Generation of
E-Commerce Solutions and Internet Devices

DULLES, VA, November 24, 1998 -- America Online, Inc. (NYSE: AOL) today
announced that it will acquire Netscape Communications Corporation (NASDAQ:
NSCP) in a transaction that will extend America Online's leadership in
interactive services.

The stock-for-stock, pooling-of-interests transaction, in which
stockholders of Netscape will receive 0.45 shares of AOL common stock for
each share of Netscape common stock, is valued at $4.2 billion. It is
expected to close in the spring of 1999, subject to various conditions
including customary regulatory approvals and approval by Netscape's
shareholders. The Company said it expects the transaction will be slightly
accretive to operating results. Netscape's operations will remain based in
Mountain View, CA.

Key benefits of the acquisition will be to:

* Advance America Online's multiple-brand strategy with one of the
Internet's best known brands;

* Substantially broaden America Online's global audience at home and at
work, by adding the fast-growing Netscape Netcenter portal that is
integrated with the Netscape browser used by millions of people;

* Accelerate the growth of e-commerce across the America Online and
Netscape brands and provide added value to their business partners;

* Provide significant new opportunities to make America Online's brands
available anywhere to interactive consumers, as well as to maximize the
value of these brands, by taking advantage of AOL's existing shared
infrastructure; and

* Expand the range of America Online products and services by adding
world-class technology and an experienced development team that has
demonstrated its ability to innovate rapidly.

Separately, America Online announced that it has entered into a strategic
development and marketing alliance with Sun Microsystems, Inc. to enhance
its delivery of e-commerce solutions that will help build revenues across
America Online and Netscape brands, and offer added value to both America
Online and Netscape business partners, as well as the growing number of
major corporations planning to put their business on the Internet. The
companies will develop easy-to-deploy, end-to-end solutions for e-commerce
based on the best available technologies and expand their sales channels to
include each other's products and services.

The three-year America Online-Sun agreements also will increase
distribution and development of Netscape's enterprise software for
corporate customers. The companies also will use Sun's Java technology to
offer AOL services on selected Internet devices, consistent with AOL's "AOL
Anywhere" strategy to extend its brand to all emerging mass market
platforms. (See separate America Online-Sun Microsystems release.)

Most Popular and Diverse Family of Brands in Cyberspace With Netscape
joining its AOL, CompuServe, AOL.COM, AOL Instant Messenger, ICQ, and
Digital City brands, America Online will operate the most popular and
diverse family of brands in cyberspace.

Steve Case, Chairman and Chief Executive Officer of America Online, said:
"The acquisition of Netscape is a big step forward for America Online that
will greatly accelerate our business momentum. Netscape has played a key
role in helping consumers benefit from the enormous power of the Internet,
and we share the same mission. With Netscape, we will broaden our global
audience at home and at work, and add world-class technology to support an
expanded range of America Online interactive products and services."

Mr. Case added: "The development of e-commerce is entering an exciting new
stage. Increasingly, companies are seeing the power of the Internet as
central to their business strategies and consumers are seeing the
convenience of online shopping as central to their lives. Netscape's highly
regarded suite of e-commerce software, coupled with our strategic alliance
with Sun, will help us drive e-commerce to a whole new level that will
benefit both business partners and Internet consumers."

Mr. Case continued: "We have been very impressed with how quickly Netscape
has transformed its business -- shifting its focus away from browsers and
platforms and toward high-growth portal and e-commerce opportunities. We
look forward to welcoming the Netscape team to our America Online family.
Having known each other for many years, we know that together we can take
the Internet to the next stage of its development. And as interactive
services become more central to the daily lives of tens of millions of
people, the promise of e-commerce becomes even more of a reality for
consumers and businesses."

Mr. Case concluded: "One key to this acquisition is the flexibility that it
gives us. ICQ, our instant communications and chat portal, will promote the
downloading and registration of the Netscape client software to its large
and rapidly growing international community. We also expect to maintain our
working relationship with Microsoft, continuing to include Internet
Explorer in the AOL service so consumers will continue to have AOL software
included on the Windows desktop."

Bob Pittman, President and Chief Operating Officer of America Online, said:
"Netscape has always been one of the best-known and most highly renowned
Internet brands. Over the past year, Netscape has extended that brand into
the portal space with Netscape Netcenter, and developed a truly
differentiated portal by building useful links between the service and the
Netscape client software and Netscape's enterprise business. Although
Netscape Netcenter is already one of the fastest-growing portals, we
believe our existing shared infrastructure will enable us to efficiently
expand its audience and build its revenue streams. With AOL, CompuServe,
ICQ, Digital City and now Netscape Netcenter, we will offer an unparalleled
array of interactive services to the full spectrum of Internet consumers as
well as to our commerce and content partners."

Mr. Pittman added: "America Online has made great progress over the past
few years in taking e-commerce from promise to reality, but we've only
scratched the surface in reaching its full potential. Our acquisition of
Netscape and the alliance with Sun will allow us to accelerate our
e-commerce efforts. We will add complementary, best of breed tools and
platforms to speed the time to market for companies now wanting to enter
e-commerce, as well as for those ready to scale their businesses further.
This will be of enormous value to both America Online and Netscape commerce
partners both business-to-business and business-to-consumers and
provide even more convenience for Internet shoppers."

The Company said Jim Barksdale, President and Chief Executive Officer of
Netscape, will be joining America Online's Board of Directors after the
transaction closes.

Mr. Barksdale said: "America Online and Netscape share a common vision - to
offer solutions that make it simple for businesses and consumers to
participate fully in the Net Economy. The companies' complementary
strengths promise to accelerate the adoption of e-commerce and Internet
applications worldwide. This exciting partnership enables us to deliver
even better and more complete products and services to both existing and
new customers."

Netscape Brand Synonymous With Internet

The Netscape brand is virtually synonymous with the Internet, including
such widely used products as Netscape's browser, Netscape Netcenter, and
Netscape's suite of enterprise and e-commerce applications and software.
America Online will be able to efficiently speed the development of
Netscape's products and services with its shared infrastructure, current
advertising and commerce relationships, and ability to drive traffic from
its other brands. In addition, the Netscape portal will offer connections
to other America Online brands to maximize utility for customers and its
value to the Company.

Launched in June, Netscape Netcenter is one of the Internet's fastest
growing portals worldwide in registrations, traffic and software downloads.
Netscape Netcenter now has more than 9 million registered members. Since
June, daily traffic has increased by 50%. In the most recent quarter,
worldwide downloads exceeded 24 million, fueled in part by the release of
both new beta and final versions of its browser software.

In addition, Netscape has announced plans to enhance Netscape Netcenter
with the recent acquisitions of AtWeb Inc., to link more than 600,000
small-business Web sites to the portal, and NewHoo! Community Directory
Project to provide comprehensive Internet directory service. Netscape also
has introduced the "Netscape TuneUp for IE," a free software add-on to
Microsoft Internet Explorer that integrates Netscape's popular Smart
Browsing services while providing access to Netscape Netcenter services.

Netscape has transformed itself over the past year into a successful portal
and enterprise/e-commerce software business. The Company currently offers a
full suite of packaged applications for business-to-business and
business-to-consumer Internet commerce, and award-winning Internet server
software for building and hosting a variety of Internet applications.
Netscape's corporate customers using the Company's e-commerce and
infrastructure software suite include Ford, Lucent Technologies, Bell
Canada, France Telecom, John Hancock and the US Department of Defense.

In July, Netscape introduced its newest browser, Communicator 4.5, designed
to link Netscape Netcenter's content and services with the browser's
ease-of-use advances making it simpler for people to find what they want
on the Internet and creating a persistent relationship with users that
helps generate higher usage levels. This month, Netscape is introducing the
Custom Portal to bring the power of consumer portals to business and
government audiences, including Internet service providers and computer
manufacturers. As part of its effort to drive more traffic to Netscape
Netcenter, America Online said it plans to continue to develop the
Communicator and pursue new distribution channels.

Unique Technology Solutions for E-Commerce Partners

The Company said its strategic alliance with Sun Microsystems will bring
together America Online's industry-leading consumer reach, Sun's e-commerce
hardware and operating system platforms, and Netscape's complementary suite
of e-commerce software. Together, the companies will be able to offer
complete turnkey solutions along with modular software and consulting
services to enable e-commerce partners to put their businesses online fast
and scale quickly to meet consumer demand.

"The interactive marketplace is changing quickly, and it is clear that
America Online is a leader in driving e-commerce forward," said Scott
McNealy, President, CEO and Chairman of Sun Microsystems. "We are
incredibly excited about the opportunity to work closely with the world's
leading provider of branded interactive services and to integrate our
full-range of products and services into the most comprehensive turnkey
e-commerce solutions."

Under the America Online-Sun alliance, both companies will sell products
and services through each other's sales channels and customer relationships
to market their existing products and services, as well as their new
e-commerce solutions. Sun's large sales and service organizations will
provide technical support for these products and services. The alliance
also will bring new development and distribution opportunities for
Netscape's software and applications.

About America Online

America Online, Inc., based in Dulles, Virginia, is the world's leader in
branded interactive services and content. America Online, Inc. operates two
worldwide Internet online services: America Online, with more than 14
million members; and CompuServe, with approximately 2 million members.
America Online, Inc. also operates AOL Studios, a leading builder of
Internet brands for new market segments. Other branded Internet services
operated by America Online, Inc. include AOL.COM, the world's most accessed
Web site from home; Digital City, Inc., the No. 1 branded local content
network and community guide on AOL and the Internet; AOL NetFind, AOL's
comprehensive guide to the Internet; AOL Instant Messenger, an instant
messaging tool available on both AOL and the Internet; and ICQ, an instant
communication and chat technology on the Internet.

This release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. The forward-looking statements are based on management's current
expectations or beliefs as well as on a number of assumptions about future
events, and are subject to factors and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. The reader is cautioned not to put undue
reliance on forward-looking statements, which are not a guarantee of future
performance and are subject to a number of uncertainties and other factors,
many outside America Online's control. The forward-looking statements in
this release address subjects including the expected date of closing the
acquisition, future financial and operating results, growth of the
Company's audience, growth of the online commerce industry, and the
development and success of new online commerce technology and platforms.

The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk
that the Netscape business will not be integrated successfully into the
Company's business; costs related to the merger; inability to obtain
approval of Netscape stockholders; inability to obtain, or meet conditions
imposed for, governmental approvals for the merger; increased competition
and its effects on pricing, spending, third-party relationships, the
subscriber base and revenues; reliance on network service providers;
inability to identify, develop and achieve commercial success for new
products and services and access and distribution technologies pursuant to
the development and marketing agreements with Sun; risks of new and
changing regulation in the U.S. and internationally.

For a detailed discussion of these and other cautionary statements, please
refer to the Company's filings with the Securities and Exchange Commission,
especially in the Forward-Looking Statements section of the Management's
Discussion and Analysis section of the Company's Form 10-K for the fiscal
year ended June 30, 1998 and in the 10-Q for the quarter ended September
30, 1998, and in the Risk Factors section of the Company's most recently
filed registration statement on Form S-3 filed in June 1998.
MEDIA CONTACTS: FOR IMMEDIATE RELEASE
AOL: Tricia Primrose, 703-265-1746
Netscape: Rosanne Siino, 650-937-2619

 
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