Display Advertising Leaders Combine to Create a Branding and
signed a definitive merger agreement whereby Dotomi will become a wholly
owned subsidiary of
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
"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
"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
"We are excited to join
enviable portfolio of digital marketing services," said
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
that marketers are looking for across the consumer purchase funnel."
Under the terms of the agreement,
outstanding equity interests in Dotomi for a total up-front
consideration of approximately
55 percent in cash and 45 percent in
options which will vest over a period ranging from one to three years.
Dotomi management will receive the majority of their consideration in
the outside investor base will receive either cash or a combination of
To fund the cash consideration,
cash from its balance sheet and availability under its existing line of
This transaction has been approved by the board of directors of each
respective company and the majority of stockholders of Dotomi.
August, subject to customary closing conditions and regulatory approvals.
Giuliani will be nominated to join ValueClick's board of directors.
For calendar year 2011, Dotomi expects to generate over
on an adjusted-EBITDA1 multiple basis in 2012.
on this transaction.
Conference Call Today at
officer, will discuss the Dotomi acquisition during a conference call
and webcast on
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
888-203-1112 and 719-457-0820 (pass code: 2296590). An archive of the
Webcast will also be available through
marketing companies. Through a unique combination of data, technology
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,
Media, Greystripe, Mediaplex, Smarter.com, CouponMountain.com,
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
Exchange Commission made from time to time by
not limited to: its annual report on Form 10-K filed on
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
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