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AOL to Acquire InfoInterActive, Inc.

America Online, Inc., is acquiring Internet call management company InfoInterActive Inc. for $28.2 million in cash. Under the terms of the acquisition agreement, AOL will acquire all of the outstanding shares of InfoInterActive for $1.42 for each share of InfoInterActive.

The deal also includes a termination fee payable by InfoInterActive to AOL of $1.41 million under certain circumstances. AOL also has the right under the acquisition agreement to match any competing bids that may arise.

InfoInterActive also entered into an operating agreement with AOL to develop certain technology and grant a license for certain intellectual property to AOL. InfoInterActive's operations will continue to be based in Halifax, Nova Scotia, Canada, where it will operate as a wholly owned subsidiary of AOL>

InfoInterActive launched the world's first call waiting service for the Internet, Internet Call Manager (ICM), in 1997, allowing people to manage incoming phone calls while online. ICM provides customers with real-time notification of incoming calls so Internet users can stay online without missing calls or messages.

"InfoInterActive's technology allows people to seamlessly manage incoming phone calls while they're online, making their online experience more convenient. InfoInterActive's talented team will provide us with deep expertise in Internet call management," said Donn Davis, president of AOL's Interactive Properties Group

The transaction will be completed by means of a Plan of Arrangement which will require the approval of an aggregate of 66 2/3 percent of the votes cast by holders of common shares, options and warrants of InfoInterActive at a securityholders' meeting. The InfoInteractive board has already approved the acquisition.

Significant shareholders of InfoInterActive plus directors, officers and employees of InfoInterActive, who collectively represent approximately 33 percent of the fully diluted shares, have agreed to vote their securities in favor of the transaction. InfoInterActive expects to mail a management proxy circular to shareholders within the next two weeks.

"I am very pleased to be able to build on the success we've achieved so far, extending the utility, functionality and convenience of InfoInterActive's call management technology as part of America Online. As the leader in instant messaging, AOL fully understands the power of simple, real-time communications tied to your Internet presence. I look forward to continuing our work to expand and enhance the call management applications and services we currently offer.," said Bill McMullin, chairman and chief executive officer of InfoInterActive.

The Dulles, Va.-based AOL is a wholly subsidiary of AOL Time Warner .