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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
DOUBLECLICK/NETCREATIONS CONFERENCE CALL
PARTICIPANTS:
Jeff Epstein, EVP
Rosalind Resnick
Q&A: Wenda Millard
Cautionary Note Regarding Forward-Looking Statements under the Private
Securities Litigation Reform Act of 1995: Information in this release that
involves each of DoubleClick's, NetCreations' and, assuming the merger is
completed, the combined company's expectations, beliefs, hopes, plans,
intentions or strategies regarding the future are forward-looking statements
that involve risks and uncertainties. These statements include statements about
DoubleClick's, NetCreations' and the combined company's strategies in the
marketplace, their market positions and their relationships with customers. All
forward-looking statements included in this release are based upon information
available to DoubleClick and NetCreations as of the date of the release, and
neither DoubleClick, NetCreations nor the combined company assumes any
obligation to update any such forward-looking statement. These statements are
not guarantees of future performance and actual results could differ materially
from each company's current expectations. Factors that could cause or contribute
to such differences include, but are not limited to, the completion of the
merger, and if completed, the successful integration of NetCreations into
DoubleClick.
JEFF EPSTEIN:
Good morning, and thank you for joining us to discuss our announcement earlier
this morning of a definitive agreement for DoubleClick to acquire NetCreations
in an all-stock transaction. The deal will build our list management
capabilities and in fact position DoubleClick to have the largest email list in
the world. Given our leading technology platform and globally-distributed
customer base, this is an exciting addition and complement to our email
business.
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Many of you are probably familiar with NetCreations, which is the leader in
opt-in email list management, brokerage and delivery, and is a profitable
company. Through PostmasterDirect.com, NetCreations already have 15 million
members in its database and is adding 50,000 new names each day, while
DoubleClick has another 7 million. With 22 million names under management, we
believe that the combined database will be the world's largest.
NetCreations has shown an ability to generate more revenue per name than its
competitors, signifying the strength of the business model and a leading ability
to monetize each name. NetCreations has sent messages for over 2000 direct
marketing customers already, including such companies as Dell, J Crew and Ziff
Davis.
Additionally, NetCreations manages opt-in email lists through exclusive
partnerships with more than 350 third-party Web sites including About.com,
Uproar, Network Solutions and CNET. Their lists can be segmented for targeting
into over 3000 topical categories.
We are pleased to be integrating a company with as strong a profile as
NetCreations into DoubleClick:
- The leader in their space;
- Profitable;
- Proven ability to execute;
- Strong management; and a
- Clear understanding of privacy and the email users' rights.
The terms are a fixed exchange ratio of 0.41 shares of DoubleClick common stock
for each NetCreations share. They have just under 16 million shares outstanding.
This values NetCreations at about $191M, or $12.15 per share based on
yesterday's close, which represents a 17% premium to the 10-day average stock
price. In addition, this 0.41 exchange ratio represents a 42% premium over the
10-day average exchange ratio. DoubleClick will issue an additional 6.5 million
shares. The deal will be immediately accretive upon closing. Analyst reports
publicly available on NetCreations show expected revenue this year to be around
$65 million. NetCreations reported on 6/30/00 that they had $38.3 million in
cash, although they've spent some of that in the ensuing quarter. We expect this
transaction to be completed in the 4th quarter of 2000 or the 1st quarter of
2001, and to be accounted for as a purchase.
As many of you know, we have been building out our email suite of products, and
we feel this is a tremendous complement to our strategy and growth plans.
DoubleClick has 4 products today in the DARTmail area, one of those being the
list management product. This transaction will build that product offering out
significantly.
With that, let me introduce Rosalind Resnick, the CEO of NetCreations. Rosalind
has been involved from the beginning of the email direct marketing industry, and
is a tremendous resource. List services will report into our Media group, headed
by Wenda Millard. Rosalind will work closely with Wenda, with myself in
Corporate Development,
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and with Andy Jacobson, who has been running our Sonar network. Andy, Wenda and
Rosalind will be working together to really grow the email business area in all
the product areas, not just list management. I'd like Rosalind to say a few
words about why she feels this will be a good fit for NetCreations. Then we can
move into Q&A, and Wenda Millard will join us for that.
ROSALIND RESNICK:
Thank you, Jeff.
We feel the opportunity for NetCreations to leverage DoubleClick's scale,
resources and distribution into an even bigger entity will be an exciting
undertaking. We have seen that marketers will overwhelmingly choose to work with
the largest and most reliable list management team, and we believe that this
move with DoubleClick achieves that goal.
There are so many compelling reasons for this combination for us. For example,
we will have access to DoubleClick's salesforce, which alongside the network of
industry relationships we already have, will really enhance our market presence.
We will also be able to leverage DoubleClick's global reach. Given that 20% of
our members are outside the US, DoubleClick should be able to sell these names
more effectively in the future. Overall, we will be able to monetize each member
more aggressively.
Also, our customers will be transitioning onto the DARTmail technology over
time, leading to a very scaleable and robust delivery and reporting solution.
DoubleClick has had the resources to create technology solutions that could have
been time-consuming and expensive for us to try to do in-house. So, we'll have
the most names and the most capacity, in a fast-growing market segment where we
also have leading expertise.
We will become a very strong product offering in DoubleClick's integrated suite
of products for marketers. Additionally, we will be able to help recruit from
among our 350 partner sites such as internet.com, CBS Sportsline and Cnet, in
order to have them join the Email newsletter network.
So you can see there are a number of ways for us to mutually grow and benefit,
and our whole team is excited about this next stage for us, and about joining a
family of related email products and technology offerings.
With that, we can open it up for a Q&A session, where Wenda will join me and
Jeff.
Q&A:
WHY DID NETCREATIONS HAVE TO PRE-ANNOUNCE A MISS THIS 3Q00? GIVEN THAT IT WAS
ATTRIBUTED TO DOT-COM SPENDING, HOW COMFORTABLE DO YOU FEEL THAT YOU CAN CONTROL
FORECASTS GOING FORWARD?
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As indicated in the press release issued by NetCreations on 9/12, they were
impacted by a pullback in B2C marketing. The company will benefit now by being
part of a larger organization with a more diversified and global customer base.
HOW MUCH WILL BE AMORTIZED AS A RESULT OF THIS DEAL? OVER WHAT TIME FRAME?
The purchase accounting is still being worked out, but it looks like
approximately $150 M over 3 years.
WHAT ABOUT DOUBLE OPT-IN VERSUS SINGLE?
NetCreations has deployed the leading double opt-in standard, and we will
continue to offer that among our suite of products. We will continue to offer
PostmasterDirect under the same double opt-in terms. NetCreations protects the
privacy of consumers on the Internet by not disclosing email addresses or any
other personally identifiable information to direct marketers, which is in
alignment with DoubleClick's own privacy policy. DoubleClick will be able to
offer a choice to their customers, once this transaction is complete, of either
double opt-in or single opt-in products.
ADDITIONAL INFORMATION:
THE URL FOR NETCREATIONS IS: www.netcreations.com
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.
Such forward-looking statements include, but are not limited to, statements
regarding the likelihood and timing of the closing, the expected benefits of the
merger, the ability of the combined company to successfully develop and supply
products after the merger, and the future growth of the markets served by the
companies. 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 NetCreations will file a proxy statement with the SEC in
connection with the Merger, and that DoubleClick and NetCreations will mail a
Proxy Statement/Prospectus to stockholders of NetCreations 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,
NetCreations, 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
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Proxy Statement/Prospectus, once available, and NetCreations other SEC filings
may be obtained from NetCreations by directing a request through the Investors
Relations portion of NetCreations' website at http://www.netcreations.com or by
mail to NetCreations, Inc. 379 West Broadway, Suite 202, New York, NY 10012
Attention: Investor Relations, Telephone: (212) 625-1370.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
DoubleClick and NetCreations 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 NetCreations 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 NetCreations' 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: NetCreations and DoubleClick and their respective
directors, executive officers and certain other members of management and
employees may be soliciting proxies from NetCreations, Inc.'s stockholders in
favor of the adoption of the merger agreement. A description of any interests
that NetCreations' and DoubleClick's directors and executive officers have in
the merger will be available in the Proxy Statement/Prospectus.
