ValueClick Completes Acquisition of Dotomi
Company Repurchased 3.4 Million Shares since August 5
Board Increases Share Repurchase Program's Total Authorization to
WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--
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.
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, 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 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
Gary J. Fuges, CFA
Source: ValueClick, Inc.
News Provided by Acquire Media
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