ValueClick completes acquisition of Dotomi

Company Repurchased 3.4 Million Shares since August 5

Board Increases Share Repurchase Program's Total Authorization to

$100 Million


ValueClick (Nasdaq: VCLK) announced today that it has closed its

acquisition of Dotomi, the leading provider of data-driven, intelligent

display media for major retailers. The Company also announced an update

on its share repurchase program, including the repurchase of 3.4 million

shares since August 5 and an increase in its total repurchase

authorization to $100 million.

"We are thrilled to formally welcome Dotomi to ValueClick, as their

expertise and scale complement our strengths in performance-based

display and affiliate marketing," said
James Zarley, chief executive

officer of ValueClick. "As illustrated by our recent share repurchase

activity and our board's increased share repurchase authorization, we

remain confident in our ability to gain market share as our Media

division expands further into branding, mobile and video and capitalizes

on cross-selling opportunities with our affiliate marketing advertisers.

We are committed to offsetting the shares issued in the Dotomi

transaction with continued share repurchase activity."

Dotomi Acquisition Closed

ValueClick has acquired all of the outstanding equity interests in

Dotomi for upfront consideration consisting of: (a) 7.1 million shares

of ValueClick common stock; (b) the assumption of 0.5 million fully

vested stock options; and (c) $148 million in cash (net of cash

acquired). In addition, ValueClick has assumed 0.4 million shares of

unvested restricted stock which will vest over a one year period and 0.5

million unvested stock options which will vest over a period ranging

from one to three years.

A portion of the acquisition was funded by the Company's Amended and

Restated Credit Agreement, as described in the Company's Form 8-K filed

with the Securities and Exchange Commission on August 24. This credit

agreement provides the Company with $200 million of total available

credit with a five year term, including a senior secured revolving

credit facility of $150 million and a $50 million term loan.

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

ValueClick chief executive officer,
James Zarley. Additionally, Mr.

Giuliani has joined ValueClick's board of directors.

Dotomi's results of operations will be included in ValueClick's

consolidated and Media segment results beginning on August 31, 2011. For

the one month period ended September 30, 2011, ValueClick anticipates

that Dotomi will contribute approximately $8.5 million in revenue. The

acquisition is expected to add approximately $2 million in amortization

expense and approximately $1 million in stock-based compensation expense

to ValueClick's third quarter results. Dotomi was not included in the

Company's third quarter 2011 guidance provided on August 2.

Share Repurchase Program Update

Today, ValueClick also provided an update on its share repurchase

program. Since August 5, the Company has repurchased 3.4 million shares

of its common stock for a total cost of $49.5 million. These repurchases

represent over 44 percent of the shares issued upon closing of the

Dotomi acquisition. Year to date, ValueClick has repurchased 6.0 million

shares of its common stock for a total cost of $87.2 million.

Additionally, the Company announced that its board of directors has

increased the share repurchase program authorization by $86 million,

bringing the current share repurchase program authorization to $100

million. The Company intends to continue to use its share repurchase

program to offset the shares issued in the Dotomi acquisition.

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 the Dotomi acquisition

on ValueClick's financial results, and 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.

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


ValueClick, Inc.
Gary J. Fuges, CFA

Source: ValueClick, Inc.

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