Max worldwide gets take over offer

[Anion]

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Press Release Source: Newcastle Partners, L.P.


Newcastle Partners, L.P. Sends Letter to MaxWorldwide, Inc. Board of Directors Relating to its Offer to Acquire Company
Wednesday September 25, 1:07 pm ET


NEW YORK, Sept. 25 /PRNewswire/ -- Newcastle Partners, L.P. which is a member of The MaxWorldwide Full Value Committee, which owns approximately 11.2% of the common shares of MaxWorldwide, Inc. (OTC: MAXW - News), announced today that it sent the following letter to the company's Board of Directors:
NEWASTLE PARTNERS, L.P.
200 Crescent Court, Suite 670
Dallas, Texas 75201

September 25, 2002

BY FAX AND FEDERAL EXPRESS

Board of Directors
MaxWorldwide, Inc.
50 West 23rd Street Fourth Floor New York, New York 10010

Dear Members of the Board:


On September 18, 2002 Newcastle Partners, L.P. submitted an offer to acquire MaxWorldwide, Inc. ("MaxWorldwide" or the "Company") for $.75 per share in cash, representing approximately a 74% premium to MaxWorldwide's market price on the day prior to the offer. In that letter we expressed our interest in proceeding forward immediately and working together with the Company, and requested the Company's representatives to contact us directly to address any questions the Board might have. Since that time, there has been a deafening silence from the Company. We have not been contacted by the Company nor has the Company made any public announcement regarding our offer -- its only public statement occurred when a spokesman for MaxWorldwide responded to a question with the response, "We have never heard of [Newcastle] and have never been approached." This statement was later retracted. We assume the reason for the retraction was the fact that I met with officers of the Company at the Company's offices in May 2002; we have also sent correspondence to the Company and we have attempted to contact various Company officers via telephone and email numerous additional times, without success.

The Board has a fiduciary obligation to seriously consider our offer, which we believe is superior to any strategy disclosed by the Board and current management, and is the best alternative for MaxWorldwide's stockholders. WE ARE FIRMLY COMMITTED TO MOVING FORWARD WITH OUR PLANS TO ACQUIRE MAXWORLDWIDE. Failure to accept our plan or to provide a realistic, actionable alternative in the immediate future would reflect a complete disregard of the fiduciary duties that the Board owes to MaxWorldwide's stockholders.

MaxWorldwide's lack of responsiveness to us is reflective of its lack of responsiveness to its stockholders over the past several months. Unfortunately, MaxWorldwide has a history of not responding to stockholders. On behalf of Newcastle and the other stockholders, we call on the Board to commence the following:

* To release all financial information for the quarter ended
June 30, 2002 as soon as possible, and to immediately disclose
information about cash balances, a number that would not be affected
by the "misclassifications" for which MaxWorldwide delayed the release
of the financial statements;
* To announce the anticipated release date of restated financial
results for prior periods;
* To take questions from stockholders during investor conference calls;
* To schedule the Company's 2002 Annual Meeting of Stockholders;
* To announce the status of the pending investigation of MaxWorldwide
by each of the NASD and Securities and Exchange Commission;
* To explain why the Company allowed its NASDAQ listing to lapse
without warning to stockholders, resulting in trading of the
common stock being relegated to the "pink sheets;"
* To more thoroughly review why the Company suddenly changed its
strategy from selling the Company to acquiring another business and
why such strategy is superior to our offer; and
* To announce the measures taken by MaxWorldwide to comply with the
spirit as well as the provisions of the Sarbanes-Oxley Act of 2002,
and related improvements to MaxWorldwide's corporate governance
policies.


We are ready, willing and able to proceed forward with our offer. Please contact me at (214) 664-7474 to discuss any questions the Board might have or whether it would like additional information. We stand ready to discuss with the Board and members of management any aspect of our proposal.

Very truly yours,

Newcastle Partners, L.P.
By: Newcastle Capital Management, L.P., its general partner
By: Newcastle Capital Group, L.L.C., its general partner

By: /s/ Mark E. Schwarz
Mark E. Schwarz, Managing Member


Newcastle is a member of The MaxWorldwide Full Value Committee (the "Committee"). The Committee intends to make a preliminary filing with the SEC of proxy materials to be used to solicit votes for the election of its nominees at MaxWorldwide's next Annual Meeting of Stockholders.

Newcastle strongly advises all stockholders of MaxWorldwide to read the proxy statement when it is available because it will contain important information. Such proxy statement will be available at no charge on the SEC's web site at http://www.sec.gov.

Newcastle Partners, L.P. is a participant in The MaxWorldwide Full Value Committee. In the aggregate, members of the Committee beneficially own 2,751,562 shares of Common Stock. Additional information regarding the participants in The MaxWorldwide Full Value Committee is included in the Schedule 13D, as amended, filed with the SEC by the participants on September 19, 2002.

[Anion]

Personally, I think that Newcastle partners must be on crack if they are offering millions of dollars for an internet advertising venture.