Display Advertising Leaders Combine to Create a Branding and
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
"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."
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 (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.
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
Gary J. Fuges, CFA
Source: ValueClick, Inc.
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