AOL, Time Warner Agree To $350 Billion Merger

America Online, Inc. and Time Warner Inc. today announced that their boards of directors have agreed to a $350 billion merger that will create what they are hailing as "the world's first fully
integrated media and communications company for the Internet Century."

The new company will be known as AOL Time Warner.

The official announcement was made today in a series of press
conferences in New York City. Meeting the press, and answering
questions, were Steve Case, chairman of the board and CEO of America
Online, Inc. (AOL), and Gerald M. Levin, chairman of the board and
CEO of Time Warner, as well as major Time Warner stockholder, Ted
Turner, and other top executives from both companies.

Steve Case, who will be the chairman of the board of the new
company, was the first to speak, and acknowledged that AOL and Time
Warner had already been partners in several ventures.

Case said that it was AOL's mission to make the Internet as central
to people's lives as the telephone and television, and that this
merger will help to make that vision a reality.

What this merger was about, Case said, was the convergence of
communications with entertainment, and that the Internet is the
vehicle that is revolutionizing both the way our society does
business, and society itself.

Case stressed that the merger is all about serving consumers by
providing them with new opportunities for shopping and entertainment,
as well as with new opportunities to communicate.

However, Case also said that the true value of the merger couldn't be
measured today, its true value lies in the vehicle for entertainment
and communication that will evolve in the future, and that the merger
will accelerate the Internet revolution.

Case also added some interesting personal insight to the merger
process. He said that he and Time Warner chairman and CEO, Gerald
Levin, had become personal friends over the past year, and that it was
only last October when Case telephoned Levin and suggested that their
two companies merge, with Case becoming chairman and Levin becoming
CEO.

Case then introduced Gerald Levin who said the merger represented the
"digital transformation of Time Warner," and that this was the
realization of a dream of his. It was also significant, Levin said,
that the merger announcement is occurring on the tenth anniversary,
to the day, of the formation of Time Warner Inc.

Levin also stressed the fact that the merger of the two companies was
a natural fit due to their both being "blue chip," "aggressive," and
"hip." But, Levin also said that the two companies shared the same
values and that they wanted to create a legacy, a "social destiny" to
benefit the peoples of the world.

Levin specifically singled out the music portion of Time Warner's
business that will benefit the most from the merger, and used as an
example of the promotional compatibility of the two companies the
cross-advertising that occurred in the Time Warner movie, "You've Got
Mail," in which AOL's e-mail service played a leading role.

Turner said that he had signed the document committing him and his
shareholdings to the merger at 9:00 PM EST Sunday night and that he
had "not been as excited about anything since he first made love 42
years ago."

Turner said that the new company will be a much stronger company and
that he was "very happy to be a part of it."

AOL President and Chief Operating Officer (COO) Bob Pittman, who will
become co-COO of AOL Time Warner, followed Turner's remarks and said
that the combined company would "serve the consumer at every level."

Pittman said that the merger represented a situation whereby "one
plus one equaled three," and that AOL Time Warner would now have the
best portfolio of content, brands and destination sites available
anywhere.

Time Warner shareholders will receive 1.5 shares of stock in the new
company for each share of Time Warner they own, while AOL
shareholders will receive one share of AOL Time Warner stock for each
share of AOL they now own.

Kelly also indicated that he expected all necessary shareholder and
governmental approvals to be received, and the merger completed, by
the end of this year.

Reported by Newsbytes.com, http://www.newsbytes.com.