ValueClick to acquire Dotomi

Display Advertising Leaders Combine to Create a Branding and

Performance Powerhouse


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

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


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 (

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

Investor Relations section of

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

Village, California, and has offices in major advertising markets

worldwide. For more information, please visit

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

Source: ValueClick, Inc.

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