Penton will make a tender offer to acquire all outstanding shares of Mecklermedia's common stock for $29 per share, a 43.7 percent premium over the stock's closing price on October 7, but about the same as the company's 52-week high of $29.875, set April 23. Alan Meckler controlled approximately 30 percent of the outstanding shares of Mecklermedia common stock, which he agreed to tender into the offer and to give Penton an option to purchase his shares in the case of a third-party offer for Mecklermedia. Both companies anticipate that the tender offer will close in November. Penton will finance the transaction primarily through additional borrowing. Donaldson, Lufkin & Jenrette, which initiated the transaction, and its affiliates have committed to provide the necessary financing.

Founded in 1971 by Alan Meckler, Mecklermedia produces the Internet World and ISPCON trade shows and conferences in 29 countries and publishes both the Internet World weekly and the monthly Boardwatch. Internet.com (http://www.Internet.com), which will become a separate corporation under Alan Meckler, is comprised of a network of Web sites and publishes the ISDEX, an Internet stock index covering 50 leading companies (http://www.isdex.com). Penton Media spun off from Pittway Corporation, a manufacturer and distributor of burglar and commercial fire alarms, in August 1998. Penton produces 42 national business and trade publications, 28 directories and buyer's guides, 63 trade shows and conferences, and a variety of electronic media and ancillary products. Penton's current publications focus on design and engineering, electronics, food and hospitality, government regulations and compliance, manufacturing, mechanical systems and construction, materials handling, and air transport.

Penton Media's CEO, Thomas L. Kemp, stated, "Mecklermedia is an excellent strategic fit for Penton Media, and its acquisition will accelerate our plan to enter new growth markets. Mecklermedia will provide Penton Media with a strong position in the fast-growing Internet segment of the computer information industry. ... We are truly excited about joining our two organizations to deliver powerful information to Internet users in business and in learning environments, and to deliver marketing solutions to the technology product and service providers who are driving the growth of the market."

Kemp also noted that the addition of Mecklermedia would help Penton reach its strategic objective of significantly increasing the volume of revenues generated from trade shows and conferences. Trade shows accounted for approximately 70 percent of Mecklermedia's $60.8 million in revenues for July 1997 through June 1998. The Internet World fall and spring trade shows attract over 50,000 visitors. The company launched or acquired over 10 new events in 1998 alone, including buying One, Inc., the organizer of ISPCON. Penton Media also expanded its trade show acquisitions recently. In 1997, it purchased the A/E/C Systems International; Industrial Shows of America; and Independent Exhibition, Ltd. in the U.K.; then, in 1998, the Donohue/Meehan Publishing Company.

Meckler has 185 employees, most located in the headquarters offices in Westport, Connecticut. Penton has some 1,400 staff, most located in the Cleveland area. Alan Meckler indicated that the Mecklermedia operation should see minimal change ("the teams are in place"), though he expects Penton to put an overall executive in charge.

Last year Mecklermedia changed the format of Internet World into the former Web Week format. The magazine now reaches over 125,000 readers weekly. An online version (http://www.iw.com) includes late-breaking industry news and reports in the Internet World Daily section and Infocache, an archive of previously published articles organized by subject. Boardwatch magazine (http://www.boardwatch.com), added with the acquisition of One, Inc., along with the quarterly Directory of Internet Service Providers, has 25,000 paid circulation.

Alan Meckler will become president and CEO of Internet.com Corporation and continue to consult with Mecklermedia for Penton. Internet.com provides real-time news and information resources for Internet professionals and Web developers as well as a range of e-commerce options. They currently serve some 20 million pages to 1 million unique visitors monthly, with such services as InternetNews.com, Stroud's CWSApps List, The List (a directory of ISPs), BrowserWatch, and WebDeveloper.com. Internet.com Corporation announced an alliance with Digital River, a leader in electronic software delivery, that will allow Web site visitors to purchase software from its new online store (http://software.Internet.com). Products sold through the new store will include Digital River's entire inventory of software products, over 120,000 titles from over 1,600 publishers and online dealers.

Penton has guaranteed Meckler bank loan support after completion of the sale.