October 3, 2005

1.     Intermix Management breached their fiduciary duties to stockholders by failing to initiate an auction process to maximize stockholder value

2.     Intermix Management rushed to sell the company to protect themselves from personal liability for their massive insider trading of Intermix stock, and other acts that harmed stockholders


Intermix Management and other Insiders sold approximately $25 million of Intermix stock in full knowledge that the New York State Attorney General (NY-AG), Eliot Spitzer, would soon file a lawsuit against the company for
certain adware promotion activity. Management and Insiders sold vast quantities of stock before disclosing this critical information appropriately to the rest of the marketplace.

In fact, Management and other Insiders were able to unload millions of shares of Intermix stock at prices ranging from $7.50 - $8.50 per share. Days after selling stock, Intermix Management disclosed the pending NY-AG action to the public, and Intermix stock quickly slumped to $3.91 per share.

To view the full story and communication between the NY-AG and Intermix, click here.

Insider Trading Timeline Summary:

December 3, 2004 ­ According to Intermix letters, the beginning of the New York Attorney General (NY-AG) investigation.

December 2004-February 2005 ­ Intermix corresponds at least eight times with the NY-AG's office.

February 14, 2005 ­ Intermix files its 10Q without any mention of the ongoing inquiries by the NY-AG.

Insider Trading Begins - Insiders sell before disclosing NY-AG investigation to public and benefit at prices from $7.50-9.00 a share.

February 17, 2005 ­ CFO Tom Flahie begins to sell 187,500 shares ($3,187,500 million) of Intermix stock.

February 23, 2005 ­ COO Adam Goldenberg begins to sell 137,891 shares ($4,359,573 million) of Intermix stock.

March 4, 2005 ­ President Brett Brewer begins to sell 186,078 shares ($6,536,236 million) of Intermix stock.

March 10, 2005 ­ Vantage Point Partners, which holds a controlling interest in Intermix, begins to sell 1,995,568 shares ($23,498,564 million) of Intermix stock. Reacting to VantagePoint's actions, VantagePoint investors sell millions of dollars worth of Intermix stock throughout March and early April.

April 5, 2005 ­ NY-AG notifies Intermix Management that they will commence litigation against the company for unlawful and deceptive acts and practices.

April 12, 2005 ­ Intermix discloses that the NY-AG is considering commencing an action against the company for unlawful practices in its download/search division.

April 28, 2005 ­ NY-AG files a complaint against Intermix for deceptive practices and spyware.

April 29, 2005 ­ Intermix stock price closes at $3.91 per share, down more than 50% from the price Management and Insiders enjoyed while they sold over 2,500,000 shares, generating gross proceeds of approximately $25 million.

Intermix Management ramped up its Adware division during the middle of the NY-AG investigation

The full story can be viewed at www.intermixedup.com/downloads.htm

Intermix CEO created a scheme to inflate the unique visitors reported for Grab.com in a string of press releases prior and during the Insider stock sales occurring.

The full story can be viewed at www.intermixedup.com/grabstory.htm



It is a widely recognized practice of good corporate governance to find the fair market price for a company by hiring an investment bank and initiating an active auction process to solicit potential bids. The Delaware Supreme Court ruling related to Revlon (Revlon, Inc. v. MacAndrews & Forbes Holdings, 1985) sets the precedent that in cases like Intermix, a Board should initiate an auction process to protect the interests of all stockholders.

Not only did Intermix Management fail to initiate an auction process for a situation that mandated it, but they were in such a rush to sell to News Corp. that they refused to wait for a bid from at least one other major media company that had indicated their interest and was in the process of formulating an offer for Intermix. I believe this offer would have been superior to the $12.00 per share proposed by News Corp.

In addition, Management constructed a deal with News Corp. that is packed with penalties and mechanisms that made it extremely difficult for any other interested parties to launch another offer. These obstacles include a vote/lockup to effectively freeze out other bids, and a 4% breakup fee, which is extremely high for a proposed transaction of this size.

Stockholders already suffered a similar blow from Management in February 2005 when Intermix agreed to sell 25% of MySpace to VC Redpoint, a transaction which valued Myspace at less than $37 million. If Intermix had not completed the sale to Redpoint and been forced to re-purchase such stake in Myspace, shareholders would have received an additional $2.00 per share.

Intermix stockholders now face another unfair deal. But we can protect our investment by simply voting NO against the proposed News Corp. transaction, and advocating that Management conduct an auction to seek the best deal for all stockholders.


If the proposed News Corp. transaction were fair to all stockholders, more dollars per share should be going to Intermix Common Stockholders. Instead, Management and Insiders have diverted millions of dollars from Common Stockholders to benefit themselves.

·         $13 million is being diverted to VantagePoint

VantagePoint is the venture capital firm that holds a controlling stake in Intermix and runs the company. Under the terms of the proposed deal with News Corp., VantagePoint negotiated to receive $13.50 and $14.00 for their classes of preferred stock, respectively. VantagePoint has used its control position to divert these funds due shareholders. However, these higher per share payments, or Å’liquidation preferences' as they are called, should only be paid in the event that VantagePoint was not able to recoup their initial
investment in Intermix of $8 million. However, under the terms of the proposed deal, VantagePoint will receive $13 million in addition to the more than 800% gain they have made on their initial investment. Rather than lining VantagePoint's pocket, these proceeds should go to all shareholders.

·         Approximately $150 million used to protect the Intermix Board of Directors

According to the proposed agreement, News Corp. has agreed to indemnify and pay for all the misdeeds of the Intermix Board of Directors (even criminal acts), rather than obligating these individuals to pay out of their own pockets.

I believe that the Board and certain executives would face financial exposure totaling upwards of $150 million for lawsuits and other fines for insider trading and other misdeeds. With this ominous burden in mind, the Intermix Board was personally motivated to stick exclusively to the proposed News Corp. deal to eliminate their personal financial exposure.

Under the terms of the proposed agreement, surely News Corp is putting a large value on the indemnification the Directors negotiated for and received. The value of this indemnification given should instead be going to shareholders via a higher purchase price. Shareholders could have received
upwards of an additional $3.00 per share without this blanket indemnification going to benefit the Directors.

·         Approximately $15 million diverted to Management through accelerated stock options

The proposed News Corp. deal unfairly awards management with approximately $15 million in accelerated stock options including vesting all of the CEOs stock options. Without such sweetheart deal given to Management, shareholders would have received yet additional value per share.


Intermix Management refused to initiate an auction process to sell the company and instead struck a pre-emptive, fire sale deal with News Corp. for $580 million. I believe a properly run auction process would have fetched a valuation well in excess of the News Corp transaction.

In fact, a fairness opinion from Intermix' own investment banker's, Thomas Weisel Partners, indicates that Intermix stockholders deserved up to $19.50 per share.

Also consider that News Corp. announced recently that it was purchasing IGN (an online video game network) for $650 million, more than $70 million above what it paid for Intermix. How do IGN and Intermix stack up?

Revenue for the 6 months ended 6/30/2005
IGN - $28.7 million vs Intermix-$50.82 million
WINNER- Intermix has almost double the revenue of IGN

Net Income for the 6 months ended 6/30/2005

IGN ­ Loss of $7.5 million
Intermix- Positive income of $529,000
WINNER- Intermix generated a profit vs. IGN's significant loss

Unique Visitors Per Month
IGN- 28 million vs. Intermix- 34 million
WINNER- Intermix

Page Views Per Month
IGN- 600 million vs. Intermix ­ greater than 10 billion
WINNER- With Myspace, Intermix is #2 on the Internet in page views, while IGN generates only a fraction compared to Intermix in this critical category

Brand Value
IGN- disparate group of small gaming content websites with little user brand loyalty
Intermix- Owns Myspace, one of the strongest brands online
WINNER- Intermix's Myspace

Unique Visitor Growth

IGN- minimal on a month to month basis
Intermix- Due to Myspace, Intermix' new user/unique visitor growth is increasing monthly at incredible rate, with no advertising or marketing expenditure
WINNER- Intermix

Why did a significantly less valuable Web asset like IGN garner a higher price than Intermix?


IGN initiated a thorough auction process led by Lehman Brothers which maximized value for IGN stockholders, while Intermix Management arranged a quick sale to News Corp. that benefits themselves at the expense of other Intermix stockholders.

I believe that an auction process will yield significantly more value for
Intermix stockholders than the proposed News Corp. deal because:

1.     MYSPACE is SIGNIFICANTLY more valuable NOW than BEFORE the News Corp. deal was announced.

Enjoying phenomenal growth, Myspace has increased its Unique Visitors run rate by about 16% in the 60 days since the News Corp. deal was announced. All-important Page Views have increased by about 45% in the same time period. I believe that a stronger MYSPACE will result in a higher transaction value for stockholders.


Pre News Corp. deal - Week ended July 10th (According to Nielsen Netratings)

A) Myspace unique visitor ranking = Ranked #23 with 7.6mln uniques

B) Time Spent per User - Ranked #4 with 51 minutes spent per user
     (behind Ebay/Yahoo/Warner)

C) Page Views (000) - Ranked #3 with 2,338,278 (behind Yahoo and MSN)

Latest Weekly Released Info/Trend

Week ended August 21, 2005 (According to Nielsen Netratings)

A) Myspace unique visitor ranking - ranked #22 with 8.96 million unique users

B) Time Spent Per User - Ranked #4 with 56:22 minutes spent per user

C) Page Views (0000) Ranked #2 with 3,432,336

2.     With Skype and IGN acquired and now off the market, Intermix/Myspace is the most attractive property available for acquisition.

3.     With about $500 million left to spend on its highly touted $2 billion Internet acquisition spree, News Corp. may be encouraged to properly value Intermix. Furthmore, News Corp's recently acquired IGN property is less valuable without Myspace. News Corp's plans are to promote Myspace to IGN's users. Without Myspace, IGN is significantly less valuable.

4.     Stockholders will likely benefit from the results of the ongoing legal processes to recover dilutive and fraudulently issued preferred stock and stock options from VantagePoint and certain senior executives.


For more information and to be updated, please contact:



Public Relations firm Weber Shandwick's J.J. Rissi at 212-445-8224


Intermixedup.com was setup by Brad Greenspan, who is the largest independent non-insider shareholder of Intermix holding over 4.2 million shares of Intermix stock, or approximately 10% of Intermix.

Brad was the sole founder of the company and group of internet assets now called Intermix and served as Chairman & CEO until October 2003, when he left after trying to stop the sale of dilutive preferred stock to

Under Brad's leadership and direction as CEO, the company created all of its significant web properties including Myspace, Flowgo, and Skilljam.

Copyright 2005