Real Goods Merges with Gaiam 35120

RealGoods Merges with Gaiam

BROOMFIELD,Colo.--Real Goods Trading Corp. (NASDAQ:RGTC) has agreed to merge with GaiamInc. (NASDAQ:GAIA) in a stock exchange deal that is expected to total around$8.7 million. Under terms of the merger agreement, RGTC shareholders would eachreceive one share of GAIA class A common stock for each 10 shares of RGTC owned.Additionally, each RGTC shareholder will receive a $1 Gaiam products giftcertificate for each RTGC shared owned, with a maximum award of $100 per person.The deal is expected to close in January 2001.

Bothcompanies are multi-channel marketers in the environmental/sustainable productsindustry, which is expected to reach a market size of $227 billion this year inthe United States. Real Goods has sold environmental and renewable energyproducts since 1978, with fiscal 2000 revenues estimated to be around $16million. A majority of Real Goods operations will be consolidated into Gaiamsinfrastructure, but the Real Goods brand name will be preserved, as will Gaiamsproprietary products. The Real Goods Solar Living Center, a 12-acre,solar-powered, environmental and healthy living project in Hopland, Calif., willserve as a public relations tool for Gaiam. The center receives more than150,000 visitors per year.

Thetwo companies have similar missions and have sought for years to work together.Im glad our two companies have finally combined energies, said JohnSchaeffer, chairman and founder of Real Goods. Gaiam chairman and founder JirkaRysavy praised Real Goods environmental commitment and loyal customer base,while Schaeffer cited Gaiaims executive depth, proprietary products andoperational and marketing strengths as keys to the merger. Together, we willbe far stronger than Real Goods could be on its own, said Schaeffer.