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FILED BY DOUBLECLICK INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED
PURSUANT TO RULE 14a-12 OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: DOUBLECLICK INC.
COMMISSION FILE NO. 000-23709
FOR IMMEDIATE RELEASE CONTACT: Jennifer Blum
DoubleClick (Press)
212.381.5705
[email protected]
Ilona Nemeth
DoubleClick (Investors)
212.381.5744
[email protected]
DOUBLECLICK INC.TO ACQUIRE @PLAN.INC
-- DoubleClick to Build an Independent Research Division --
NEW YORK and STAMFORD, CONNECTICUT, September 25, 2000 - DoubleClick Inc.
(Nasdaq: DCLK), the industry's leading global Internet advertising solutions
company, today announced it has entered into a definitive agreement to acquire
@plan.inc (Nasdaq: APLN), a leading provider of online market research planning
systems, in a deal valued at approximately $120 million. The stock and cash
transaction builds on both companies' goals to provide third party objective
tools to the media planning community.
Upon completion of the merger, @plan's industry leading research capabilities
will form a foundation for DoubleClick to build a research division. This will
enable DoubleClick to offer its clients tools that inform advertising and
e-commerce decisions. DoubleClick's technology infrastructure, resources and
international presence will allow @plan to expand and improve its product line.
Under the terms of the agreement, each @plan stockholder will receive $9.25 for
each share of @plan common stock. @plan stockholders will receive 20% of their
consideration in cash, and the remainder in DoubleClick common stock. The $9.25
per share value is subject to adjustment, including at DoubleClick's election,
in the event that DoubleClick's stock price over the ten trading days ending
four trading days before @plan's stockholder meeting is less than $23.87. The
purchase price represents a 28% premium to @plan's September 22, 2000 closing
price. The transaction, which will be accounted for by the purchase method of
accounting, is subject to certain conditions, including regulatory approval and
approval by @plan stockholders. The transaction is expected to be completed in
the fourth quarter of 2000.
-- more -
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"@plan is one of the industry's most respected market research planning
companies," said Kevin Ryan, CEO, DoubleClick. "This transaction will allow
DoubleClick to bring world class research and objective planning solutions to
the online marketing community. As two industry leaders with a combined client
base of over 6,000 top ad agencies, advertisers and Web publishers, we are
confident we will further be able to build out our client bases."
@plan, which has historically boasted a greater than 90% client retention rate,
is the industry leader in online target market research. The company provides
over 500 clients including leading Internet advertisers, agencies and Web
publishers such as Young & Rubicam (NY), CNN Interactive, eBay, J. Walter
Thompson (Chicago), Microsoft, Ogilvy & Mather (NY), priceline.com, Excite@Home
Network, PaineWebber Incorporated, iXL (SF), and Agency.com (NY & Denver), with
sophisticated online market research decision support and planning systems.
@plan's internally developed ASP system combines databases of consumer survey
responses about lifestyle, product preferences and demographic information, with
interactive software platforms. This information enables its clients to perform
queries and searches to plan their online marketing, retailing, advertising and
sales strategies.
"We are delighted to be joining DoubleClick. The company's record of creating
innovative technology solutions, coupled with its experienced management team,
makes this transaction a strong combination," said Mark Wright, Chairman and
CEO, @plan. "Together we will deliver customer driven solutions that will raise
the bar for accountability in advertising decision making and planning."
The combined company will be headquartered in New York, and @plan will continue
to be based in Connecticut. Mr. Wright will continue to be CEO of @plan until
the merger is finalized, and will serve as a consultant after the transaction to
assist with the transition. Susan Russo, currently @plan's EVP, will assume COO
responsibilities.
Greg Ellis, DoubleClick's V.P. & General Manager of Research, will assume
President responsibilities for @plan. Mr. Ellis joined DoubleClick earlier this
year to build a valuable research business that supports DoubleClick's overall
corporate goals. Mr. Ellis brings over 20 years of senior leadership experience
in the research industry, having developed and managed significant businesses
for ACNielsen, IRI, and Standard & Poor's/DRI. Most recently, Mr. Ellis served
as Chief Operating Officer of Opinion Research Corporation, the highly respected
global research organization.
--more --
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"@plan's products are used as core day-to-day tools by media planners and
buyers," said Greg Ellis. "As we took a look at the market and the needs of
media buying and e-commerce communities, it became clear that @plan was a strong
partner to help DoubleClick build out a separate research division."
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, media and data expertise, DoubleClick centralizes
planning, execution, control, tracking and reporting for online media campaigns.
DoubleClick Inc. has Global headquarters in New York City and maintains over 40
offices around the world.
About @plan
@plan.inc provides online tools for optimizing Internet advertising and
merchandising strategies through its target market research planning systems.
@plan's systems are specifically designed for Internet advertisers, advertising
agencies, Web publishers, online retailers and consumer brand marketers. @plan's
internally developed systems, which clients access through its Web site, combine
@plan's database of consumer survey responses about lifestyle, product
preferences and demographic information with powerful technology that enables
@plan's clients to perform queries and searches to plan campaigns and
strategies.
# # #
Cautionary Note Regarding Forward-Looking Statements under the Private
Securities Litigation Reform Act of 1995: 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.
Additional Information and Where to Find It: It is expected that
DoubleClick will file a Registration Statement on Form S-4 with the Securities
and Exchange Commission and @plan will file a proxy statement with the SEC in
connection with the Merger, and that DoubleClick and @plan will mail a Proxy
Statement/Prospectus to stockholders of @plan containing information about the
Merger. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are available.
The Registration Statement and the Proxy Statement/Prospectus will contain
important information about DoubleClick, @plan, the Merger, the persons
soliciting proxies relating to the Merger, their interests in the Merger, and
related matters. Investors and security holders will be able to obtain free
copies of these documents, once available, as well as each company's other SEC
filings, through the website maintained by the SEC at http://www.sec.gov. Free
copies of the Proxy Statement/Prospectus, once available, and DoubleClick's
other SEC filings may be obtained from DoubleClick by directing a request
through the Investors Relations portion of DoubleClick's website at
http://www.doubleclick.net or by mail to DoubleClick Inc., 450 West 33rd Street,
New York, NY 10001, Attention: Investor Relations, Telephone: (212) 683-0001.
Free copies of the Proxy Statement/Prospectus, once available, and @plan's other
SEC filings may be obtained from @plan by directing a request through the
Investors Relations portion of @plan's website at
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http://www.webplan.net or by mail to @plan.inc, Three Landmark Square, Suite
400, Stamford, CT 06901, Attention: Investor Relations, Telephone:
(203) 961-0340.
In addition to the Registration Statement and the Proxy
Statement/Prospectus, DoubleClick and @plan file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by DoubleClick or @plan
at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549 or at any of the SEC's other public reference rooms in New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. DoubleClick's and @plan's filings
with the SEC are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at http://www.sec.gov.
Participants in Solicitation: @plan and DoubleClick and their
respective directors, executive officers and certain other members of management
and employees may be soliciting proxies from @plan's stockholders in favor of
the adoption of the merger agreement. A description of any interests that
@plan's and DoubleClick's directors and executive officers have in the merger
will be available in the Proxy Statement/Prospectus.
