E-Stamp and Learn 2 Join Forces

Learn2.com Inc. and E-Stamp Corp. have agreed to merge in an effort to help the struggling Web companies weather the economic slowdown by focusing on the growing corporate electronic-learning market.

Under terms of the merger, which was reported earlier Friday in The Wall Street Journal, E-Stamp, Mountain View, Calif., will issue 38 million shares for all outstanding Learn2.com shares. Based on E Stamp’s (ESTM) closing price of 17 cents a share Thursday on the Nasdaq Stock Market, the deal is valued at about $6.5 million. Shares of Learn2.com (LTWO) closed at 42 cents Thursday on the Nasdaq.

After the transaction, E-Stamp shareholders will own about 50.1% of the new company, while Learn2.com shareholders will own a 49.9% stake.

The merger will let the combined companies tap into E-stamp’s cash holdings of $29 million while adapting Learn2.com’s business model, to provide online learning services and products to corporations, the companies said.

The new company will have about $15 million to $17.5 million in cash and will be called Learn2 Corp., using that company’s headquarters in White Plains, N.Y. Learn2.com Chief Executive Stephen Gott, 51 years old, will remain CEO, and Bo Ewald, the 53-year-old president and CEO of E-Stamp, will become chairman.

E-Stamp agreed to advance Learn2.com $2 million as a first step toward consummating the merger, expected to close in the third quarter.

This announcement marks the second time that E-Stamp is altering its business as it vies to become profitable. E-Stamp, which in 1998 became the first company to receive approval from the U.S. Postal Service to sell stamps on the Internet, exited the online-postage business last November to focus on Web-based shipping management software and services after it realized that it couldn’t overcome the challenges that constrained its growth.

Learn2.com, which will release its first-quarter results April 26, said it had been searching for capital to drive growth and pay down debt. Learn2.com offers services that enable distance learning over the Internet.

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