Press Releases

August 2, 2011


Display Advertising Leaders Combine to Create a Branding and


Performance Powerhouse


WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--


ValueClick (Nasdaq: VCLK) and Dotomi announced today that they have


signed a definitive merger agreement whereby Dotomi will become a wholly


owned subsidiary of ValueClick. Privately held Dotomi is the leading


provider of data-driven, intelligent display media for major retailers.


Dotomi creates and delivers display advertising where the ad creatives


and media placements are dynamically adapted in real time at the user


and impression level. The Company works directly with clients to


integrate anonymous data and then surrounds each client with technology


enabled marketing services. Dotomi manages everything from brand


strategy and dynamic creative development to message delivery and


decisioning. This data-driven, end-to-end approach results in display


advertising that improves consumer brand engagement and generates


measurable sales lift both online and offline for its clients.


Through its unique set of capabilities, Dotomi has developed strategic,


direct relationships with over 100 retail brands, including over forty


brands from the Internet Retailer Top 100. Led by Chief Executive


Officer
John Giuliani, Dotomi is based in Chicago and has 160 employees.


"Dotomi's end-to-end offering attracts large brands because of its


‘simple sophistication.' John and his team have built a great business


integrating the technical and consultative points in the display value


chain," said
Jim Zarley, chief executive officer of ValueClick.


"Together with ValueClick's portfolio of products, we will be in a


position to meet the needs of marketers with a single relationship that


will create marketing and analytic consistency. Our combined scale and


expertise should accelerate their adoption of digital media. Together we


believe we will create a new powerhouse in branding and


performance-based advertising."


"We are excited to join ValueClick and contribute our expertise to their


enviable portfolio of digital marketing services," said
John Giuliani,


chief executive officer of Dotomi. "There is a strong cultural fit


between the two companies and a shared idea to make it easier and more


reliable for clients to adopt digital marketing that makes a big impact.


We look forward to joining forces with ValueClick to bring the scale


that marketers are looking for across the consumer purchase funnel."


Deal Terms


Under the terms of the agreement, ValueClick will acquire all


outstanding equity interests in Dotomi for a total up-front


consideration of approximately $295 million, consisting of approximately


55 percent in cash and 45 percent in ValueClick common stock. In


addition, ValueClick will assume unvested Dotomi restricted stock and


options which will vest over a period ranging from one to three years.


Dotomi management will receive the majority of their consideration in


ValueClick common stock, which will have a twelve-month lock-up, while


the outside investor base will receive either cash or a combination of


cash and ValueClick common stock. ValueClick anticipates receiving


approximately $15 million in working capital from Dotomi at closing.


To fund the cash consideration, ValueClick will utilize a combination of


cash from its balance sheet and availability under its existing line of


credit.


This transaction has been approved by the board of directors of each


respective company and the majority of stockholders of Dotomi.


ValueClick anticipates the acquisition will close near the end of


August, subject to customary closing conditions and regulatory approvals.


John Giuliani will continue to lead Dotomi and will report directly to


ValueClick Chief Executive Officer
James Zarley. Additionally, Mr.


Giuliani will be nominated to join ValueClick's board of directors.


For calendar year 2011, Dotomi expects to generate over $80 million in


revenue. ValueClick anticipates that this transaction will be accretive


on an adjusted-EBITDA1 multiple basis in 2012.


Jefferies & Company, Inc. acted as exclusive financial advisor to Dotomi


on this transaction.


Conference Call Today at 4:30 p.m. ET


Jim Zarley, chief executive officer, and
John Pitstick, chief financial


officer, will discuss the Dotomi acquisition during a conference call


and webcast on August 2 at 4:30 p.m. ET. Investors and analysts may


obtain the dial-in information through StreetEvents (www.streetevents.com).


The live Webcast of the conference call will be available on the


Investor Relations section of www.valueclick.com.


A replay of the conference call will be available through August 9 at


888-203-1112 and 719-457-0820 (pass code: 2296590). An archive of the


Webcast will also be available through August 9.


About ValueClick


ValueClick, Inc. (Nasdaq: VCLK) is one of the world's largest digital


marketing companies. Through a unique combination of data, technology


and services, ValueClick increases brand awareness and drives customer


acquisition at scale for the world's largest advertisers, and maximizes


advertising revenue for tens of thousands of online and mobile


publishers. ValueClick's brands include Commission Junction, ValueClick


Media, Greystripe, Mediaplex, Smarter.com, CouponMountain.com,


Investopedia.com, and PriceRunner. The Company is based in Westlake


Village, California, and has offices in major advertising markets


worldwide. For more information, please visit www.valueclick.com.


This release contains forward-looking statements that involve risks


and uncertainties, including, but not limited to, the risk that market


demand for online advertising in general, and performance based online


advertising in particular, will not grow as rapidly as predicted, the


risk that legislation and governmental regulation could negatively


impact the Company's performance, the risk that the closing of the


Dotomi acquisition will not occur, the effects of the merger on


ValueClick's financial results, the potential inability to successfully


operate or integrate Dotomi's business, including the potential


inability to retain customers, key employees or vendors. Actual results


may differ materially from the results predicted, and reported results


should not be considered an indication of future performance. Important


factors that could cause actual results to differ materially from those


expressed or implied in the forward-looking statements are detailed


under "Risk Factors" and elsewhere in filings with the Securities and


Exchange Commission made from time to time by ValueClick, including, but


not limited to: its annual report on Form 10-K filed on February 28,


2011; recent quarterly reports on Form 10-Q; and other current reports


on Form 8-K.


1 Adjusted-EBITDA is defined as GAAP (Generally Accepted


Accounting Principles) net income from continuing operations before


interest, income taxes, depreciation, amortization, and stock-based


compensation expenses.




ValueClick, Inc.
Gary J. Fuges, CFA
1-818-575-4677



Source: ValueClick, Inc.



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