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MaxWorldwide Receives Acquisition Offer
Sep 26, 2002 12:00 PM , By Patricia Odell
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MaxWorldwide Inc., formerly L90 Inc., is reviewing a request to be acquired by Newcastle Partners L.P.

Newcastle Partners, Dallas, TX, submitted an offer to MaxWorldwide Sept. 18 to purchase the company for 75 cents per share in cash, a 74% premium to MaxWorldwide’s market price on the day prior to the offer. The offer expressed an interest in "proceeding forward immediately and working together with the company," according to a statement released by Newcastle Partners.

A follow-up letter from Newcastle Partners dated Sept. 25 requested a response from New York-based MaxWorldwide’s board of directors, stating that since the offer had been submitted "there has been a deafening silence from the company." It said that a representative of Newcastle Partners had met with officers of MaxWorldwide in May 2002 and had sent correspondence to the firm and made attempts to contact company officers via telephone and e-mail without success.

Officials from MaxWorldwide could not be reached for comment. MaxWorldwide has three divisions – MaxOnline, MaxDirect (formerly Novus Marketing) and MaxCreative.

MaxWorldwide responded Sept. 25 in a letter that acknowledged receipt of the proposed acquisition.

The letter, signed by CEO Mitchell Cannold read in part: "Not withstanding the allegations made in those letters, please rest assured that the company’s board of directors is carefully reviewing your conditional offer in consultation with its advisors, in accordance with its fiduciary obligations. The board intents to continue its deliberations to ensure that it take appropriate action in the best interests of the company’s stockholders."

The Newcastle Partners letter, among a number of requests, asked that MaxWorldwide release its financial information for the quarter ended June 30 as soon as possible along with cash balances; to announce the status of a pending investigation by the Securities and Exchange Commission; to explain why the company allowed its NASDAQ listing to lapse without warning to stockholders, resulting in trading of the common stock being relegated to the "pink sheets," and to review why the firm suddenly changed its strategy from selling the company to acquiring other businesses.

Newcastle Partners, a participant in the MaxWorldwide Full Value Committee, could not be reached.



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