QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONSQ: WHAT IS XOOM.COM PROPOSING TO DO? HOW WILL I BENEFIT?A: Xoom.com is proposing to become part of a new Internet company, NBCi.Upon completion of the transactions, NBCi will include the businesses of:- Xoom.com, the owner of www.xoom.com, one of the fastest-growing community-based sites on the Internet from July 1998 to July 1999, according toMedia Metrix based on the percentage increase in reach among home and workusers,- SNAP, the owner of www.snap.com, the fastest-growing major Internet portalfrom July 1998 to July 1999, according to Media Metrix based on thepercentage increase in reach among home and work users, and- selected Internet assets of a subsidiary of NBC, a wholly owned subsidiaryof General Electric Company. NBC was the most watched television networkamong adults age 18 to 54 in the United States for the television seasonthat ended in May 1999, according to Nielsen Media Research.Under its umbrella consumer brand SNAP, NBCi will integrate portal,community and e-commerce services throughout the NBCi Web sites. Xoom.comstockholders will have a stake in one of the first publicly traded Internetcompanies combining these services in a strategic relationship with a majorbroadcast television network. Xoom.com believes, based on these attributes, thatNBCi will be well positioned to capitalize on the growth opportunities availablein the Internet industry.Q: WHAT IS SNAP.COM? WHO OWNS IT NOW?A: SNAP, through the Snap.com Web site, develops and provides Web-basedtools that help users access, navigate and personalize the vast resources of theInternet. SNAP is primarily owned by NBC and CNET. CNET is a publicly tradedmedia company that provides consumers with information online and on televisionregarding computers, the Internet and digital technologies.Q: WHAT ARE THE NBC CONTRIBUTED INTERNET ASSETS THAT WILL BE PART OF NBCI?A: The NBC contributed Internet assets consist of NBC's businesses relatedto three separate Internet properties, together with a 10% equity interest in afourth Internet business, namely:- NBC.com (www.nbc.com), a Web site that provides entertainment informationand specially designed Web spin-offs of popular NBC televisions programs,as well as chat and bulletin board services related to NBC's networktelevision programming.- NBC-IN.com (www.nbc-in.com), a portal service that provides access tolocal content via the Web sites of over 100 television stations owned byor affiliated with NBC. NBC-IN fills out the offerings of the localstations' Web sites by delivering customized content relating to realestate, job searches, automobiles and various other topics.- VideoSeeker (www.videoseeker.com), a Web site that offers a large andcomprehensive selection of on-demand video programming, includingentertainment news, movie trailers, television clips and interviews.- A 10% equity interest in CNBC.com LLC, which owns the CNBC.com Web site(www.cnbc.com). The CNBC.com Web site was launched on June 21, 1999 andprovides comprehensive financial information and analytic tools on theWeb. CNBC.com also offers personal finance commentary and data, communityfeatures and other services designed to satisfy an individual's financialplanning needs.Q: HOW IS NBCI GOING TO BE CREATED?A: NBCi will be created through a series of transactions occurring onsuccessive days.1<PAGE>On the first day, Xoom.com will be merged with a subsidiary of NBCi, andCNET and GlobalBrain.net, Inc., an unaffiliated third party, will contributetheir ownership interests in SNAP to NBCi. The following charts illustrate thetransactions contemplated by the merger agreement:[Diagram illustrating merger of Xenon 3 with Xoom.com][Diagram illustrating transfer of CNET's ownership in SNAP to NBCi][Diagram illustrating ownership structure after closing of merger agreement]Immediately thereafter, on the succeeding day, Neon Media Corporation, anewly formed entity that will own the businesses related to NBC.com andNBC-IN.com and a 10% equity interest in CNBC.com LLC, will be merged with NBCi.At the same time, NBC Multimedia, a subsidiary of NBC, will contribute itsownership interests in SNAP to NBCi. NBC Multimedia will also transfer thebusiness related to VideoSeeker.com to NBCi in exchange for a convertible noteof NBCi. In addition, GE Investments Subsidiary, an affiliate of NBC, willpurchase a second convertible note from NBCi in exchange for the assignment toNBCi of a $340 million note issued by NBC. Thereafter, it is intended that NBCiwill transfer the Internet assets contributed by NBC into a newly formed, whollyowned subsidiary of NBCi. Upon the conclusion of the transactions, NBCi will beowned principally by NBC affiliates, CNET and the former stockholders ofXoom.com.The following charts illustrate the transactions contemplated by thecontribution agreement:[Diagram illustrating merger of Neon Media Corporation with NBCi][Diagram illustrating the transfer of NBC Multimedia's ownership interest inSNAP and the assets of VideoSeeker.com to NBCi]2<PAGE>[Diagram illustrating owndership structure after closing of all transactions]We expect that NBCi's holding company structure will increase operating andstructural flexibility, minimize regulatory concerns and isolate risks of itsbusiness.Q: CAN THE TRANSACTIONS ON THE FIRST DAY HAPPEN WITHOUT THE TRANSACTIONS ON THESECOND DAY?A: While the transactions on the first day could happen without thetransactions on the second day occurring, it is intended that all thetransactions will occur as part of a series of steps in the formation of NBCi.If the transactions on the second day do not close, however, NBCi will lose itsright to use "NBC" in its name. The net effect of the transactions on the firstday will be the acquisition by Xoom.com of an equity interest in SNAP. It is acondition to the closing of the transactions contemplated by the mergeragreement that all of the conditions set forth in the contribution agreementhave been satisfied or waived. See page 31 for a discussion of the risks if thetransactions contemplated by the contribution agreement do not occur.Q: CAN I VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT AND AGAINST XOOM.COM'SADOPTION OF THE CONTRIBUTION AGREEMENT?A: Yes. If the requisite majority votes against Xoom.com's adoption of thecontribution agreement, the board of directors of Xoom.com has agreed to causeXoom.com to vote against adoption of the contribution agreement. If therequisite majority votes against the adoption of the merger agreement, thetransactions contemplated by the merger agreement and the contribution agreementwill not occur. See page 45.Q: WHAT ARE NBCI AND XENON 3?A: NBCi and Xenon 3 are companies newly formed at the direction of Xoom.comfor the purpose of effecting the transactions. Xenon 3 is a subsidiary of NBCithat will be merged with Xoom.com on the first day. On the second day, NeonMedia Corporation will merge into NBCi.Q: WHAT WILL XOOM.COM STOCKHOLDERS BE ENTITLED TO AS A RESULT OF THETRANSACTIONS?A: Xoom.com stockholders will be entitled to receive one share of NBCi ClassA common stock in exchange for each share of Xoom.com common stock they hold.Upon completion of the transactions, Xoom.com's former stockholders, other thanNBC and its affiliates, are expected to own approximately 19,912,553 shares ofClass A common stock of NBCi, representing approximately 38.5% of NBCi'soutstanding common stock upon the closing of the transactions.Q: WHAT DOES CNET RECEIVE?A: In exchange for its ownership interests in SNAP, CNET will receive7,147,584 shares of NBCi Class A common stock, which is expected to representapproximately 13.8% of NBCi's outstanding common stock upon the closing of thetransactions. The shares of Class A common stock owned by CNET will not beregistered under this proxy statement/prospectus.Q. WHAT DOES NBC RECEIVE?A. On July 30, 1999 NBC acquired 960,028 shares of Xoom.com common stockunder a stock purchase agreement dated June 11, 1999. As a result, in connectionwith the merger of Xoom.com with Xenon 3, an affiliate of NBC will receive960,028 shares of Class A common stock that will convert into Class B commonstock in connection with the merger of Neon Media Corporation and NBCi. Inexchange for NBC Multimedia's ownership interests in SNAP and in connection withthe merger of Neon Media Corporation with NBCi, NBC Multimedia will receive23,590,680 shares of NBCi Class B common stock in addition to the 960,028 sharesdiscussed above. Affiliates of NBC are expected to own approximately 47.5% ofNBCi's outstanding common stock upon the closing of the transactions. Under thecontribution3<PAGE>agreement, NBC and its affiliates will also receive two convertible notes ofNBCi. Assuming no issuances of additional shares of common stock by NBCi, ifboth NBCi convertible notes are converted after one year, NBC and its affiliatescould own approximately 52.8% of NBCi's outstanding common stock.Q: WHAT'S THE DIFFERENCE BETWEEN THE CLASS A COMMON STOCK AND THE CLASS B COMMONSTOCK OF NBCI?A: NBCi will initially have two classes of common stock: Class A commonstock and Class B common stock. The Class A common stock and the Class B commonstock are the same in all respects except for important governance rights andthe fact that only the Class A common stock will be publicly traded and thatonly NBC and its affiliates may hold shares of Class B common stock. Upon thetransfer of Class B common stock to any person other than NBC or any of itsaffiliates, such Class B common stock will automatically convert into Class Acommon stock. See page 213 for a description of the NBCi common stock.Q: WHAT ARE THE DIFFERENCES IN GOVERNANCE RIGHTS BETWEEN THE CLASS A COMMONSTOCK AND THE CLASS B COMMON STOCK?A: Under NBCi's restated certificate of incorporation, the holders of theClass B common stock initially have the right to elect six of the 13 members ofthe NBCi board of directors. The holders of the Class B common stock will retainthis right so long as such holders beneficially own at least 20% of theoutstanding shares of common stock of NBCi. The holders of the Class A commonstock will have the right to elect the remaining seven members, with thenomination of the seventh member by NBCi requiring the approval of at leastseven members of the NBCi board of directors.If, and for so long as, NBC and its affiliates would own 35% or more of theoutstanding shares of NBCi common stock following conversion of the NBCiconvertible notes in full, the holders of the Class B common stock would havethe right to appoint seven of the 13 members of the NBCi board of directors. Theholders of the Class A common stock will have the right to appoint the remainingsix members. As long as the directors elected by the holders of the Class Bcommon stock do not constitute a majority of the NBCi board of directors,several significant corporate actions by NBCi will require the approval of theClass B Directors. As long as the holders of the Class B common stock have theright to elect seven directors to the NBCi board of directors, severalsignificant corporate actions by NBCi will require the approval of the Class ADirectors. See page 216 for a description of these governance rights.Q: WHO IS GOING TO RUN NBCI?A: Robert C. Wright, the president and chief executive officer of NBC, willbe the chairman of the board of NBCi, and Chris Kitze, the chairman of the boardof Xoom.com, will be the chief executive officer of NBCi. The designees to theinitial board of directors of NBCi are set forth on page 124. NBCi will bemanaged principally by individuals that currently manage Xoom.com and SNAP. Seepage 124 for a description of the other executive officers and key employees ofNBCi.Q: WHAT WILL HAPPEN TO XOOM.COM AFTER THE MERGER?A: Xoom.com will become a wholly owned subsidiary of NBCi and will continueto operate its Web site at www.xoom.com. NBCi will, however, integrate theXoom.com Web site with the other NBCi Internet assets under the consumer brandSNAP, at www.snap.com, as described more fully on page 113. Users will be ableto access Xoom.com from the Snap.com Web site or from the current Xoom.comaddress.Q: WHAT WILL HAPPEN TO THE NBC.COM, NBC-IN.COM AND VIDEOSEEKER.COM WEB SITES?A: After the closing of the transactions, the NBC.com, NBC-IN.com andVideoSeeker.com Web sites will be integrated into the Snap.com Web site. Userswill be able to access these Web sites from the Snap.com Web site or from thecurrent Web site address of each Web site.Q: WHAT AM I VOTING ON?A: You will vote on whether to adopt the merger agreement, whether toapprove Xoom.com's adoption, as the sole stockholder of4<PAGE>NBCi, of the contribution agreement and whether to approve the stock incentiveplan.Q: DOES THE BOARD OF DIRECTORS OF XOOM.COM RECOMMEND VOTING IN FAVOR OF THETRANSACTIONS?A: Yes. After careful consideration, Xoom.com's board of directorsrecommends that you vote to adopt the merger agreement and vote in favor ofXoom.com's adoption of the contribution agreement. Xoom.com's board of directorsalso recommends that you vote to approve the stock incentive plan.For a more complete description of the recommendation of the board ofdirectors of Xoom.com, see page 49.Q: ARE THERE RISKS I SHOULD CONSIDER IN DECIDING WHETHER TO VOTE FOR THETRANSACTIONS?A: Yes. In evaluating the transactions, you should carefully consider thefactors discussed in the section entitled "Risk Factors" on page 18.Q: AM I ENTITLED TO DISSENTERS' OR APPRAISAL RIGHTS?A: No. Under Delaware law, holders of Xoom.com common stock are not entitledto dissenters' or appraisal rights in connection with the proposed transactions.Accordingly, if you vote against the adoption of the merger agreement andagainst Xoom.com's adoption of the contribution agreement, but such agreementsare nevertheless adopted, you will become a stockholder of NBCi.Q: WHAT DO I NEED TO DO NOW?A: Mail your signed proxy card in the enclosed return envelope as soon aspossible so that your shares may be represented at the special meeting ofXoom.com's stockholders. If you do not include instructions on how to vote yourproperly signed proxy, your shares will be voted "FOR" the adoption of themerger agreement, "FOR" approval of Xoom.com's adoption of the contributionagreement and "FOR" approval of the stock incentive plan.Q: WHAT DO I DO IF I WANT TO CHANGE MY VOTE?A: If you want to change your vote, send the secretary of Xoom.com alater-dated, signed proxy card before the special meeting or attend the Xoom.commeeting and vote in person. You may also revoke your proxy by sending writtennotice to the secretary of Xoom.com before the special meeting.For a more complete description of how to change your vote, see page 44.Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MYSHARES FOR ME?A: Your broker will vote your shares only if you provide instructions on howto vote by following the information provided to you by your broker. If you donot instruct your broker on how to vote, your shares will not be voted at thespecial meeting. This will have the same effect as voting against the adoptionof the merger agreement, but will not constitute a vote against Xoom.com'sadoption of the contribution agreement.For a more complete description of voting shares held in "street name," seepage 45.Q: SHOULD I SEND IN MY XOOM.COM STOCK CERTIFICATES NOW?A: No. After the transactions are completed, NBCi will send you writteninstructions for exchanging your Xoom.com stock certificates for NBCi stockcertificates.Q: WHEN DO YOU EXPECT THE TRANSACTIONS TO BE COMPLETED?A: Xoom.com is working toward completing the transactions as soon aspossible after the special meeting. Xoom.com hopes to complete the transactionsin November 1999.For a more complete description of the conditions to the transactions, seepages 73 and 79.Q: WHOM SHOULD I CALL WITH QUESTIONS?A: Please call Xoom.com Investor Relations at (415) 288-2500 or send ane-mail to firstname.lastname@example.org with any questions about the merger. Youmay also call Innisfree M&A Incorporated, the proxy solicitation firm retainedby Xoom.com, at (212) 750-5833.You may also obtain additional information about Xoom.com from documents itfiles with the Securities and Exchange Commission by following the instructionsin the section entitled "Where You Can Find More Information.
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