ValueClick announces divestiture of Search123

Provides Update on Third Quarter Outlook, Adjusted for Divestiture


ValueClick, Inc. (NASDAQ: VCLK) today announced the divestiture of

Search123, its self-service paid search business operating in Europe.

"Search123 has been a small business for us and does not fit with our

long-term strategy. Its divestiture allows us to focus on our

significant growth initiatives as we build out an integrated solution to

help digital marketers drive multi-channel brand engagement and customer

acquisition through one strategic partner," said
James R. Zarley, chief

executive officer of ValueClick. "As our updated third quarter outlook

illustrates, we expect another solid quarter of financial performance,

with all segments generating growth in-line with our prior expectations."

Search123 Divestiture

Operating in Europe, Search123 is a self-service offering that generates

search traffic through relationships with third-party content websites.

Search123's revenue is generated on a cost-per-click basis through a

relationship with a major search engine provider. The business was

previously included in the Company's Owned & Operated Websites segment.

The Company is selling Search123 to
Carl White, the former executive in

charge of the Company's European operations. The terms of the

transaction, which are not material to the Company's financial position,

consist of future contingent payments based upon the performance of the

business over the next four years. In accordance with applicable

accounting standards, ValueClick anticipates presenting the Search123

business as a discontinued operation and restating the Company's

historical financial statements and segment operating results to reflect

this change. The transaction is expected to close by the end of


Search123 generated revenue of $31.4 million in fiscal year 2011 with

the first, second, third, and fourth quarters contributing revenue of

$7.7 million, $8.5 million, $8.1 million, and $7.1 million,

respectively. In the first two quarters of 2012, Search123 generated

revenue of $6.4 million and $7.0 million, respectively, representing

approximately four percent of the Company's total consolidated revenue

in each period.

Updated Third Quarter 2012 Outlook

Today, ValueClick provided an update on expected results for the third

quarter ended September 30, 2012. The Company currently expects third

quarter revenue and adjusted-EBITDA from continuing operations

(excluding Search123) to be near the high-end of the respective guidance

ranges provided on August 2, adjusted to exclude Search123. ValueClick's

third quarter and fourth quarter 2012 guidance assumed that Search123

would contribute revenue in the range of $6.0 million to $6.5 million

each quarter with operating income margins of approximately 25 percent.

The Company anticipates releasing third quarter 2012 financial results

on Thursday, November 1.

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, Dotomi, 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 on-line advertising in general, and performance based on-line

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 effects of recent acquisitions 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 29,

2012; recent quarterly reports on Form 10-Q; and other current reports

on Form 8-K.

The Business Outlook contained in this release is based on current

expectations. These statements are forward-looking, and actual results

may differ materially. These statements do not include the potential

impact of any mergers, acquisitions or other business combinations that

may be completed after the date of this release. Actual stock-based

compensation may differ from these estimates based on the timing and

amount of stock awards granted, the assumptions used in stock award

valuation and other factors. Actual income tax expense may differ from

these estimates based on tax planning, changes in tax accounting rules

and laws, and other factors. ValueClick undertakes no obligation

to release publicly any revisions to any forward-looking statements to

reflect events or circumstances after the date hereof or to reflect the

occurrence of unanticipated events.

ValueClick, Inc.
Gary J. Fuges, CFA

Source: ValueClick, Inc.

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