WSJOnline: Whittman Agrees to Buy USWeb for $5.9B in stock

Sally Khudairi (
Mon, 13 Dec 1999 17:28:05 -0500

Whittman Agrees to Buy USWeb
To Form Business-Services Giant

CHICAGO -- Whittman-Hart Inc. agreed to acquire USWeb/CKS Corp. for about
$5.9 billion in stock, a move that will create an Internet
professional-services giant.

Each USWeb/CKS will be exchanged for 0.865 of a Whittman-Hart share. In
Nasdaq Stock Market trading Friday, shares of USWeb closed at $50.875.
Whittman-Hart shares closed Friday at $79.25, down 2% in Nasdaq trading.
Based on these prices, the swap values each USWeb shares at about $68.55.

USWeb/CKS, of San Francisco, said its shareholders will hold 57% of the
post-merger company, which has a market capitalization of about $8.4
billion, based on Friday's closing prices.

Whittman-Hart Chairman and Chief Executive Robert Bernard will become CEO
and president of the combined company. USWeb CEO Robert Shaw will serve as
chairman for the new company.

After the merger, which the companies expect to be complete by April, the
board will include four USWeb/CKS directors, four Whittman-Hart directors
and an additional directors to be named later.

The newly formed company will retain Whittman-Hart Chief Financial Officer
Bert Young and USWeb/CKS Chief Operating Officer Robert T. Clarkson in their
current roles.

Whittman will account for the merger as a purchase.

USWeb/CKS said the new company will focus on helping companies with
established brands to use the Internet for strategy, help Internet start-up
companies and establish e-commerce plans for companies.