UNITED ONLINE INC

election_required = True...of brokerage commissions, but also would avoid any applicable "odd lot" discounts in a sale of the holder's shares on The Nasdaq National Market. Any "odd lot holder" wishing to tender all of such "odd lot holder's" shares pursuant to the tender offer should complete the Section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. We also reserve the right, but will not be obligated, to purchase all shares properly tendered by any stockholder who tenders any shares owned beneficially or of record at or below the purchase price selected by us and who, as a result of proration, would then own beneficially or...

expiry = 2004-12-03...(including the associated Preferred Stock Purchase Rights) At a Purchase Price Not Greater than $10.50 per Share Nor Less than $9.00 per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 3, 2004, UNLESS THE TENDER OFFER IS EXTENDED. FOR PURPOSES OF THIS OFFER TO PURCHASE, ANY REFERENCE TO TIME ON ANY PARTICULAR DAY SHALL MEAN NEW YORK CITY TIME ON SUCH DAY. United Online, Inc., a Delaware corporation ("United Online" or the "Compa...

expiry = 2004-12-08...referred Stock Purchase Rights) At a Purchase Price Not Greater than $10.50 per Share Nor Less than $9.00 per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 8, 2004, UNLESS UNITED ONLINE FURTHER EXTENDS THE TENDER OFFER. November 24, 2004 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: United Online, Inc., a Delaware corporation ("United Online"), has appointed us to act as...

listed = True...G TENDERED. HOWEVER, THE TENDER OFFER IS SUBJECT TO OTHER CONDITIONS, INCLUDING CONSUMMATION OF THE CLASSMATES ACQUISITION (AS DEFINED BELOW) AND UNITED ONLINE OBTAINING FINANCING. SEE SECTION 7, SECTION 9, AND SECTION 10 OF THIS OFFER TO PURCHASE. Our shares are traded on The Nasdaq National Market under the symbol "UNTD." We publicly announced the tender offer on November 3, 2004, before the opening of trading on The Nasdaq National Market on that date. On November 2, 2003, the last trading day prior to the announcement of the tender offer, the reported closing price of the shares on The Nasdaq National Market was $9.28 per share. On November 3...

mechanism = DUTCH...quisition and obtaining financing. See Section 7, Section 9 and Section 10 of this Offer to Purchase. What will the purchase price for the shares be and what will be the form of payment? We are conducting the tender offer through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $9.00 to $10.50 per share. We will select the lowest purchase price that would allow us to buy 16,666,666 shares (or if fewer shares are properly tendered, all shares t...

must_tender_all = True...res have been tendered under the procedure for book-entry transfer set forth in Section 3 of this Offer to Purchase. 4 In what order will you purchase the tendered shares? We will purchase shares: •first, from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date; •second, after purchasing the shares from the "odd lot holders," from all other stockholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provision...

must_tender_all = True...'s shares in the tender offer (for which the condition was not initially satisfied) at or below the Purchase Price by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. The tender offer is not conditioned on any minimum number of shares being tendered. However, the tender offer is subject to other conditions, including United Online obtaining financing. See Section 7 and Section 9 of the offer to purchase. For your information and for forwarding to your clients for whom you hold shares registered in yo...

price = USD 9.0-10.5...re commonly called a modified "Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $9.00 to $10.50 per share. We will select the lowest purchase price that would allow us to buy 16,666,666 shares (or if fewer shares are properly tendered, all shares that are properly tendered and not properly withdrawn). If the aggre...

threshold = 100...ces at or below the purchase price. Odd Lots. For purposes of the tender offer, the term "odd lots" means all shares properly tendered at prices at or below the purchase price selected by us held by a stockholder, which we refer to as an "odd lot holder," who owns beneficially or of record an aggregate of fewer than 100 shares and so certifies in the appropriate place on the related Letter of Transmittal. To qualify for this preference, an "odd lot holder" must tender all shares owned beneficially or of record by the "odd lot holder" in accordance with the procedures described in Section 3 of this Offer to Purchase. As set forth above, "odd lots" will be accep...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2145846zex-99_a1a.htm EXHIBIT (A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(A) Offer to Purchase for Cash by United Online, Inc. of Up to 16,666,666 Shares of Its Common Stock (including the associated Preferred Stock Purchase Rights) At a Purchase Price Not Greater than $10.50 per Share Nor Less than $9.00 per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 5 a2147260zex-99_a1i.htm EXHIBIT (A)(1)(I) Exhibit (a)(1)(I) Amended Offer to Purchase for Cash by United Online, Inc. of Up to 14,285,714 Shares of Its Common Stock (including the associated Preferred Stock Purchase Rights) At a Purchase Price Not Greater than $10.50 per Share Nor Less than $9.00 per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW WILL EXPIRE AT 12:00 MIDNIGHT, NE...