<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 23, 1999
-----------------------------
DoubleClick Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-23709 13-3870996
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
450 W. 33rd Street, New York, NY 10001
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 683-0001
--------------------------
41 Madison Avenue, New York, NY 10010
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On November 23, 1999, DoubleClick Inc. (the "Company") completed the
acquisition of Abacus Direct Corporation ("Abacus") pursuant to the terms of the
previously reported Agreement and Plan of Merger and Reorganization, dated as of
June 13, 1999 (the "Agreement"), among the Company, Abacus and Atlanta Merger
Corp., a wholly owned subsidiary of the Company ("Merger Sub"). Merger Sub
merged with and into Abacus, with Abacus surviving the merger as a wholly owned
subsidiary of the Company (the "Merger").
In the Merger, each share of Abacus common stock was converted into the
right to receive 1.05 shares of Company common stock. The Company also assumed
outstanding options to acquire Abacus common stock and converted these into
options to acquire Company common stock at the same exchange ratio used in the
Merger for the outstanding Abacus common stock. The terms of the Merger were
determined through arms-length negotiations between the Company and Abacus. The
Merger is intended to qualify as a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and is intended to be accounted for as a
pooling of interests. Following the Merger, the Company caused Abacus to merge
with and into the Company.
A copy of the Company's press release announcing the effectiveness of
the Merger is incorporated herein by reference and included as Exhibit 99.1
hereto.
Item 5. Other Events
On December 1, 1999, the Company announced it had completed the
acquisition of Opt-In Email.com of Boulder, Colorado. A Copy of the press
releases issued by the Company on December 1, 1999 announcing the completion of
this transaction is incorporated herein by reference and included as Exhibit
99.6 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Information
The required financial statements with respect to Abacus are
incorporated by reference to (I) Abacus's Annual Report on Form 10-K
for the year ended December 31, 1998 and included as Exhibit 99.2
hereto and (II) Abacus's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and included as Exhibit 99.3 hereto.
(b) Pro Forma Financial Information
The required pro forma financial statements with respect to
Abacus and the Company for the years ended December 31, 1996, 1997 and
1998 are incorporated by reference to the Company's Form S-4
Registration Statement (File No. 333-89435) and included as Exhibit
99.4 hereto, and the required pro forma financial statements with
respect to Abacus and the Company for the three month and nine month
periods ended September 30, 1999 and 1998, including the pro forma
balance sheet as of September 30, 1999, are incorporated by reference
herein and included as Exhibit 99.5 hereto.
(c) Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of
June 13, 1999, among DoubleClick Inc., Atlanta Merger Corp.
and Abacus Direct Corporation (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on June
17, 1999)
99.1 Press release issued by the Company on November 23, 1999
announcing the completion of the Company's acquisition of
Abacus Direct Corporation.
99.2 Item 6 and Item 8 of Part I of Abacus's Annual Report on
Form 10-K for the year ended December 31, 1998 (incorporated
by reference to Abacus's Annual Report on Form 10-K for the
year ended December 31, 1998).
99.3 Item 1 of Part I of Abacus's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999 (incorporated by
reference to Abacus's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999).
99.4 Unaudited Pro Forma Condensed Combined Financial Statements
of the Company and Abacus for the years ended December 31,
1996, 1997 and 1998 (incorporated by reference to the
Unaudited
<PAGE>
Pro Forma Condensed Combined Financial Statements contained
in the Company's Form S-4 Registration Statement (File No.
333-89435)).
99.5 Unaudited Pro Forma Condensed Combined Financial Statements
of the Company and Abacus for the three month and nine month
periods ending September 30, 1999 and 1998, including the
pro forma balance sheet as of September 30, 1999.
99.6 Press release issued by the Company on December 1, 1999
announcing the completion of the Company's acquisition of
Opt-In Email.com.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOUBLECLICK INC.
------------------------------------------
December 8, 1999 /s/ Stephen R. Collins
- ------------------------------ ------------------------------------------
Date Name: Stephen R. Collins
Title: Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of
June 13, 1999, among DoubleClick Inc., Atlanta Merger Corp.
and Abacus Direct Corporation (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on June
17, 1999)
99.1 Press release issued by the Company on November 23, 1999
announcing the completion of the Company's acquisition of
Abacus Direct Corporation.
99.2 Item 6 and Item 8 of Part I of Abacus's Annual Report on
Form 10-K for the year ended December 31, 1998 (incorporated
by reference to Abacus's Annual Report on Form 10-K for the
year ended December 31, 1998).
99.3 Item 1 of Part I of Abacus's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999 (incorporated by
reference to Abacus's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999).
99.4 Unaudited Pro Forma Condensed Combined Financial Statements
of the Company and Abacus for the years ended December 31,
1996, 1997 and 1998 (incorporated by reference to the
Unaudited Pro Forma Condensed Combined Financial Statements
contained in the Company's Form S-4 Registration Statement
(File No. 333-89435)).
99.5 Unaudited Pro Forma Condensed Combined Financial Statements
of the Company and Abacus for the three month and nine month
periods ending September 30, 1999 and 1998, including the
pro forma balance sheet as of September 30, 1999.
99.6 Press release issued by the Company on December 1, 1999
announcing the completion of the Company's acquisition of
Opt-In Email.com.
<PAGE>
[DoubleClick LOGO]
CONTACTS: DoubleClick Inc.
Investor Relations:
Ilona Nemeth
Sara Pasko
212-683-0001
Abernathy MacGregor Frank
Adam Miller/David Sasso
212-371-5999
DOUBLECLICK COMPLETES MERGER WITH
ABACUS DIRECT
NEW YORK, NY, November 23, 1999--DoubleClick Inc. (Nasdaq: DCLK) announced today
that it has completed its merger with Abacus Direct (Nasdaq: ABDR) following
today's approval by the stockholders of Abacus Direct and DoubleClick.
Under the terms of the merger agreement, holders of Abacus Direct stock are
entitled to receive 1.05 shares of DoubleClick common stock for each share of
Abacus Direct common stock pursuant to a fixed exchange ratio. DoubleClick will
issue approximately 10.5 million shares to complete the exchange. Based on
DoubleClick's closing price of $158 on November 22, 1999, the transaction is
valued at approximately $1.7 billion. The combined market capitalization of the
two companies is approximately $8.8 billion.
"The merger with Abacus Direct, along with the recent closing of the NetGravity
merger, will allow us to offer publishers and advertisers the most effective
means of advertising online," said Kevin O'Connor, Chairman & CEO, DoubleClick.
ABOUT DOUBLECLICK INC.
DoubleClick Inc. (www.doubleclick.net) is a leading provider of comprehensive
global Internet advertising solutions for marketers and Web publishers.
Combining technology and media expertise, DoubleClick centralizes planning,
execution, control, tracking and reporting for online media campaigns.
DoubleClick Inc. has Global headquarters in New York City and maintains offices
in Atlanta, Boston, Chicago, Detroit, Dallas, Dublin, Los Angeles, San
Francisco, San Mateo, Seattle, Amsterdam, Barcelona, Copenhagen, Dusseldorf,
Hamburg, Helsinki, Hong Kong, London, Madrid, Milan, Montreal, Munich, Oslo,
Paris, Sao Paulo, Singapore, Stockholm, Sydney, Taipei, Tokyo and Toronto.
# # #
<PAGE>
DOUBLECLICK INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (1)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- --------------------------
1999 1998 1999 1998
------------ ----------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 74,725 $ 39,844 $ 163,993 $ 92,927
Cost of revenues 29,000 17,558 65,297 44,640
------------ ----------- ----------- ----------
Gross profit 45,725 22,286 98,696 48,287
Operating expenses
Sales and marketing 26,998 13,956 67,096 36,796
General and administrative 9,616 4,932 23,426 13,608
Product development 7,819 3,476 20,468 8,966
Facility relocation & other 388 360 2,520 360
------------ ----------- ----------- ----------
Total operating expenses 44,821 22,724 113,510 59,730
------------ ----------- ----------- ----------
Income (loss) from operations 904 (438) (14,814) (11,443)
Equity in losses of joint venture (208) - (573) -
Interest and other, net 3,891 1,194 9,128 2,784
------------ ----------- ----------- ----------
Income (loss) before income taxes 4,587 756 (6,259) (8,659)
Provision for income taxes (4,520) (3,303) (7,484) (5,309)
------------ ----------- ----------- ----------
Net income (loss) $ 67 $ (2,547) $ (13,743) $ (13,968)
============ =========== =========== ==========
Basic and diluted net income (loss) per share $ 0.00 $ (0.05) $ (0.25) $ (0.32)
============ =========== =========== ==========
Weighted average shares used in basic
net income (loss) per share calculation 55,233 46,875 54,489 43,754
============ =========== =========== ==========
Weighted average shares used in diluted
net income (loss) per share calculation 62,683 46,875 54,489 43,754
============ =========== =========== ==========
</TABLE>
(1) The unaudited pro forma combined statements of operations present the
effect of the mergers between DoubleClick, NetGravity and Abacus, effective
October 26, 1999 and November 23, 1999, respectively, accounted for as
poolings of interests.
This news release contains statements of a forward-looking nature relating to
the future events or the future financial results of DoubleClick. Investors are
cautioned that such statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, investors should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated from such forward-looking
statements, including the matters set forth in DoubleClick's reports and
documents filed from time to time with the Securities and Exchange Commission.
<PAGE>
DOUBLECLICK INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
DOUBLECLICK NETGRAVITY COMBINED ABACUS COMBINED
----------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash, cash equivalents and investments in marketable securities $ 363,309 $ 121,420 $ 484,729 $ 25,465 $ 510,194
Accounts receivable, net 30,471 13,535 44,006 22,822 66,828
Prepaid expenses and other current assets 3,495 2,221 5,716 2,626 8,342
--------- --------- --------- -------- ---------
Total current assets 397,275 137,176 534,451 50,913 585,364
Property and equipment, net 26,691 7,318 34,009 7,410 41,419
Other assets 5,752 1,488 7,240 3,644 10,884
--------- --------- --------- -------- ---------
Total assets $ 429,718 $ 145,982 $ 575,700 $ 61,967 $ 637,667
========= ========= ========= ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 24,199 $ 729 $ 24,928 $ 595 $ 25,523
Accrued expenses 15,938 4,362 20,300 10,246 30,546
Deferred revenue 7,463 9,778 17,241 - 17,241
Deferred license and service fees 239 - 239 - 239
--------- --------- --------- -------- ---------
Total current liabilities 47,839 14,869 62,708 10,841 73,549
Convertible subordinated notes 250,000 - 250,000 - 250,000
Other liabilities 269 - 269 362 631
STOCKHOLDERS' EQUITY:
Common stock 40 18 58 10 68
Additional paid-in capital 205,583 162,525 368,108 15,505 383,613
Accumulated (deficit) earnings (72,625) (30,390) (103,015) 35,249 (67,766)
Deferred compensation (197) (1,040) (1,237) - (1,237)
Other accumulated comprehensive income (loss) (1,191) - (1,191) - (1,191)
--------- --------- --------- -------- ---------
Total stockholders' equity 131,610 131,113 262,723 50,764 313,487
--------- --------- --------- -------- ---------
Total liabilities and stockholders' equity $ 429,718 $ 145,982 $ 575,700 $ 61,967 $ 637,667
========= ========= ========= ======== =========
</TABLE>
The accompanying notes are an integral part of this
unaudited pro forma condensed combined balance sheet.
<PAGE>
DOUBLECLICK INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
DOUBLECLICK NETGRAVITY COMBINED ABACUS COMBINED
----------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Revenues $ 44,948 $ 6,758 $ 51,706 $ 23,019 $ 74,725
Cost of revenues 22,031 2,999 25,030 3,970 29,000
-------- ------- -------- -------- --------
Gross profit 22,917 3,759 26,676 19,049 45,725
Operating expenses
Sales and marketing 18,629 3,446 22,075 4,923 26,998
General and administrative 6,141 1,658 7,799 1,817 9,616
Product development 5,177 1,744 6,921 898 7,819
Facility relocation & other 388 - 388 - 388
-------- ------- -------- -------- --------
Total operating expenses 30,335 6,848 37,183 7,638 44,821
(Loss) income from operations (7,418) (3,089) (10,507) 11,411 904
Equity in losses of joint venture - - - (208) (208)
Interest and other, net 2,046 1,548 3,594 297 3,891
-------- ------- -------- -------- --------
(Loss) income before income taxes (5,372) (1,541) (6,913) 11,500 4,587
Provision for income taxes - - - (4,520) (4,520)
-------- ------- -------- -------- --------
Net (loss) income $ (5,372) $(1,541) $ (6,913) $ 6,980 $ 67
======== ======= ======== ======== ========
Basic net (loss) income per share $ (0.13) $ (0.09) $ (0.15) $ 0.70 $ 0.00
======== ======= ======== ======== ========
Diluted net (loss) income per share $ (0.13) $ (0.09) $ (0.15) $ 0.66 $ 0.00
======== ======= ======== ======== ========
Weighted average shares used in basic net (loss)
income per share calculation 39,824 17,790 44,805 9,931 55,233
======== ======= ======== ======== ========
Weighted average shares used in diluted net (loss)
income per share calculation 39,824 17,790 44,805 10,575 62,683
======== ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these
unaudited pro forma condensed combined financial statements.
<PAGE>
DOUBLECLICK INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
HISTORICAL Pro Forma HISTORICAL PRO FORMA
DOUBLECLICK NETGRAVITY Combined ABACUS COMBINED
----------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues $ 98,027 $ 16,978 $ 115,005 $ 48,988 $ 163,993
Cost of revenues 47,069 7,795 54,864 10,433 65,297
--------- -------- --------- -------- ---------
Gross profit 50,958 9,183 60,141 38,555 98,696
Operating expenses
Sales and marketing 43,688 10,343 54,031 13,065 67,096
General and administrative 14,891 4,075 18,966 4,460 23,426
Product development 12,868 5,321 18,189 2,279 20,468
Facility relocation & other 2,520 - 2,520 - 2,520
--------- -------- --------- -------- ---------
Total operating expenses 73,967 19,739 93,706 19,804 113,510
(Loss) income from operations (23,009) (10,556) (33,565) 18,751 (14,814)
Equity in losses of joint venture - - - (573) (573)
Interest and other, net 5,101 3,163 8,264 864 9,128
--------- -------- --------- -------- ---------
(Loss) income before income taxes (17,908) (7,393) (25,301) 19,042 (6,259)
Provision for income taxes - - - (7,484) (7,484)
--------- -------- --------- -------- ---------
Net (loss) income $ (17,908) $ (7,393) $ (25,301) $ 11,558 $ (13,743)
========= ======== ========= ======== =========
Basic net (loss) income per share $ (0.45) $ (0.45) $ (0.57) $ 1.17 $ (0.25)
========= ======== ========= ======== =========
Diluted net (loss) income per share $ (0.45) $ (0.45) $ (0.57) $ 1.10 $ (0.25)
========= ======== ========= ======== =========
Weighted average shares used in basic net (loss)
income per share calculation 39,524 16,335 44,098 9,896 54,489
========= ======== ========= ======== =========
Weighted average shares used in diluted net (loss)
income per share calculation 39,524 16,335 44,098 10,511 54,489
========= ======== ========= ======== =========
</TABLE>
The accompanying notes are an integral part of these
unaudited pro forma condensed combined financial statements.
<PAGE>
DOUBLECLICK INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
DOUBLECLICK NETGRAVITY COMBINED ABACUS COMBINED
<S> <C> <C> <C> <C> <C>
Revenues $ 20,777 $ 3,059 $ 23,836 $ 16,008 $ 39,844
Cost of revenues 13,970 1,214 15,184 2,374 17,558
-------- ------- -------- -------- --------
Gross profit 6,807 1,845 8,652 13,634 22,286
Operating expenses
Sales and marketing 7,608 2,859 10,467 3,489 13,956
General and administrative 2,855 794 3,649 1,283 4,932
Product development 1,778 1,298 3,076 400 3,476
Facility relocation & other - - - 360 360
-------- ------- -------- -------- --------
Total operating expenses 12,241 4,951 17,192 5,532 22,724
(Loss) income from operations (5,434) (3,106) (8,540) 8,102 (438)
Equity in losses of joint venture - - - - -
Interest and other, net 720 283 1,003 191 1,194
-------- ------- -------- -------- --------
(Loss) income before income taxes (4,714) (2,823) (7,537) 8,293 756
Provision for income taxes - - - (3,303) (3,303)
-------- ------- -------- -------- --------
Net (loss) income $ (4,714) $ (2,823) $ (7,537) $ 4,990 $ (2,547)
======== ======== ======== ======== ========
Basic net (loss) income per share $ (0.14) $ (0.22) $ (0.21) $ 0.51 $ (0.05)
======== ======== ======== ======== ========
Diluted net (loss) income per share $ (0.14) $ (0.22) $ (0.21) $ 0.49 $ (0.05)
======== ======== ======== ======== ========
Weighted average shares used in basic net (loss)
income per share calculation 33,131 12,631 36,668 9,721 46,875
======== ======== ======== ======== ========
Weighted average shares used in diluted net (loss)
income per share calculation 33,131 12,631 36,668 10,202 46,875
======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited pro
forma condensed combined financial statements.
<PAGE>
DOUBLECLICK INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
DOUBLECLICK NETGRAVITY COMBINED ABACUS COMBINED
----------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Revenues $ 51,074 $ 7,395 $ 58,469 $ 34,458 $ 92,927
Cost of revenues 34,539 3,499 38,038 6,602 44,640
-------- ------- -------- -------- --------
Gross profit 16,535 3,896 20,431 27,856 48,287
Operating expenses
Sales and marketing 20,117 7,254 27,371 9,425 36,796
General and administrative 7,825 2,256 10,081 3,527 13,608
Product development 4,357 3,358 7,715 1,251 8,966
Facility relocation & other - - - 360 360
-------- ------- -------- -------- --------
Total operating expenses 32,299 12,868 45,167 14,563 59,730
(Loss) income from operations (15,764) (8,972) (24,736) 13,293 (11,443)
Equity in losses of joint venture - - - - -
Interest and other, net 1,949 339 2,288 496 2,784
-------- ------- -------- -------- --------
(Loss) income before income taxes (13,815) (8,633) (22,448) 13,789 (8,659)
Provision for income taxes - - - (5,309) (5,309)
-------- ------- -------- -------- --------
Net (loss) income $(13,815) $(8,633) $(22,448) $ 8,480 $(13,968)
======== ======= ======== ======== ========
Basic net (loss) income per share $ (0.44) $ (1.17) $ (0.67) $ 0.87 $ (0.32)
======== ======= ======== ======== ========
Diluted net (loss) income per share $ (0.44) $ (1.17) $ (0.67) $ 0.83 $ (0.32)
======== ======= ======== ======== ========
Weighted average shares used in basic net (loss)
income per share calculation 31,501 7,380 33,567 9,702 43,754
======== ======= ======== ======== ========
Weighted average shares used in diluted net (loss)
income per share calculation 31,501 7,380 33,567 10,195 43,754
======== ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these
unaudited pro forma condensed combined financial statements.
<PAGE>
DOUBLECLICK INC.
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1
The unaudited pro forma condensed combined financial statements present the
effect of the mergers of DoubleClick, NetGravity and Abacus, effective October
26, 1999 and November 23, 1999, respectively, accounted for as pooling of
interests.
The unaudited pro forma condensed combined financial statements, including the
notes thereto, should be read in conjunction with the historical consolidated
financial statements and related notes of DoubleClick, NetGravity and Abacus.
All share numbers in these unaudited pro forma condensed combined financial
statements for all periods presented have been adjusted to reflect the
DoubleClick 2-for-1 stock split that occurred in April 1999.
NOTE 2
Basic net income (loss) per share is computed using the weighted average number
of common shares outstanding during the period. Diluted net income (loss) per
share is computed using the weighted average number of common and dilutive
common equivalent shares outstanding during the period. Dilutive common
equivalent shares consist of the incremental common shares issuable upon
conversion of the convertible preferred stock (using the if-converted method)
and shares issuable upon exercise of stock options and warrants (using the
treasury stock method). Common equivalent shares are excluded from the
computations if their effect is anti-dilutive. Pro forma net income (loss) per
share is computed by adding DoubleClick historical weighted average shares
outstanding to NetGravity and Abacus historical weighted average shares
outstanding converted to give effect to the exchange ratio of .28 and 1.05,
respectively.
NOTE 3
The provision for income taxes does not reflect the benefit of DoubleClick's or
NetGravity's net losses due to limitations and uncertainty surrounding
realization.
NOTE 4
It is anticipated that the combined company will incur estimated direct
transaction charges of $10.8 million and $16 million related to the NetGravity
and Abacus mergers, respectively, in the fourth quarter of 1999. These charges
include estimated investment banking and financial advisory fees of
approximately $7.3 million and $12.5 million for the NetGravity and Abacus
mergers, respectively, and other estimated merger related expenses totaling $3.5
million for each of the mergers, consisting primarily of other professional
services and estimated registration expenses. Actual amounts ultimately incurred
could differ from the estimated amounts. Additionally, the direct transaction
charges do not include integration costs that may be incurred. Neither
DoubleClick, NetGravity nor Abacus has estimated the amount or nature of
integration costs.
<PAGE>
[DoubleClick LOGO]
FOR IMMEDIATE RELEASE CONTACT: Jennifer Blum
DoubleClick Inc.
212.381.5705
[email protected]
Adam Miller/David Sasso (Investors)
Abernathy MacGregor Frank
212.371.5999
DOUBLECLICK INC. TO ACQUIRE OPT-IN EMAIL.COM
NEW YORK, NY - DECEMBER 1, 1999 - DoubleClick Inc. (Nasdaq: DCLK), the
industry's leading Internet advertising solutions company, announced today that
the company has agreed to acquire Opt-In Email.com, a leader in Internet email
marketing, publishing and list management, based in Boulder, Co., for an
undisclosed amount. The all-stock transaction augments DoubleClick's previously
announced suite of consent-based email marketing solutions.
As a premier Email Marketing Service Bureau, Opt-In Email.com delivers a
complete range of content-based email communication programs for more than 25
clients, including online retailers, media firms, software and hardware
companies. Clients include Metro-Goldwyn-Mayer, Mail.com, ShopNow.com, Microsoft
and iWon.com. Opt-In Email.com can deliver more than 500,000 unique user
messages per hour, and to date has delivered more than 1.3 billion emails.
On Monday, DoubleClick announced the launch of its email strategy with a
comprehensive suite of email products called DARTmail. The product line is
comprised of two new technology solutions, DARTmail for Publishers and DARTmail
for Advertisers, and two new media solutions, DARTmail Prospect and DARTmail
Network. Opt-In Email will be incorporated into the DARTmail for Advertisers
product, providing DoubleClick's advertiser clients with full service campaign
management solutions immediately, and accelerating DoubleClick's entry into this
market segment.
Kevin O'Connor, CEO of DoubleClick, said, "As we have outlined in the past, our
entry into email marketing was a high priority for us. As a result of this
transaction, we will have the ability to immediately offer our clients an
extensive e-marketing program, designed to more efficiently target consumers via
email. Much like the DoubleClick model, Opt-In Email.com's suite of products
offers its clients highly effective tools used in building, measuring and
delivering comprehensive one-to-one marketing campaigns."
<PAGE>
About DoubleClick Inc.
DoubleClick Inc. (www.doubleclick.net) is a leading provider of comprehensive
global Internet advertising solutions for marketers and Web publishers.
Combining technology and media expertise, DoubleClick centralizes planning,
execution, control, tracking and reporting for online media campaigns.
DoubleClick Inc. has Global headquarters in New York City and maintains offices
in Atlanta, Boston, Chicago, Detroit, Dallas, Dublin, Los Angeles, San
Francisco, San Mateo, Seattle, Amsterdam, Barcelona, Copenhagen, Dusseldorf,
Hamburg, Helsinki, Hong Kong, London, Madrid, Melbourne, Milan, Montreal,
Munich, Oslo, Paris, Sao Paulo, Singapore, Stockholm, Sydney, Taipei, Tokyo and
Toronto.
# # #
This news release contains statements of a forward-looking nature relating to
the future events or the future financial results of DoubleClick. Investors are
cautioned that such statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, investors should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated from such forward-looking
statements, including the matters set forth in DoubleClick's reports and
documents filed from time to time with the Securities and Exchange Commission.
