VALUECLICK INC/CA
8-K, EX-99.1, 2000-12-05
ADVERTISING AGENCIES
Previous: VALUECLICK INC/CA, 8-K, EX-2.1, 2000-12-05
Next: TALK CITY INC, 8-K, 2000-12-05



<PAGE>


                      VALUECLICK ACQUIRES ONRESPONSE.COM, A
                    LEADING ONLINE AFFILIATE ADVERTISING FIRM

          ACQUISITION OF PROFITABLE AFFILIATE ADVERTISING FIRM EXTENDS
               VALUECLICK'S PAY-FOR-RESULTS ADVERTISING LEADERSHIP


November 20, 2000 - Westlake Village, California - ValueClick, Inc. (Nasdaq:
VCLK), the world's leading provider of performance-based online advertising
solutions, today announced that it has acquired onResponse.com, a leading online
affiliate advertising firm. onResponse.com conducts customized cost-per-lead and
cost-per-acquisition campaigns on behalf of advertising and direct marketing
clients, while also providing new revenue-generating opportunities to over 8,000
website publishers.

This announcement marks the fifth major accomplishment by ValueClick in the past
eight weeks, building on the momentum of the other recent announcements,
including the introduction of opt-in e-mail marketing services; the introduction
of the world's first performance-based wireless advertising network; improved
tracking, analysis, reporting and accountability for advertising and publishing
clients through its acquisition of StraightUp!; and the expansion of
performance-based banner advertising options through its agreement to acquire
ClickAgents.com, Inc.

"By acquiring another profitable, like-minded company, ValueClick is reinforcing
its worldwide leadership in pay-for-results online advertising, the fastest
growing segment of the online advertising industry," said Jim Zarley, chairman
and CEO of ValueClick. "The combination of onResponse's cost-per-acquisition
model with ValueClick's breadth and scalability offers online marketers a very
reliable and cost-effective way of growing their businesses. Offering
performance-based affiliate marketing solutions was a critical component of our
strategic plan, and onResponse was a natural choice for us, given their proven
track record of success."

Under the terms of the agreement, ValueClick is paying $800,000 and issuing
750,000 shares of its Common Stock in exchange for all shares of onResponse.com.
ValueClick

<PAGE>

has also agreed to an earn-out payable in ValueClick stock, based on the revenue
and earnings performance of onResponse.com during 2001 and 2002, with a maximum
payment of $16.6 million in stock and a minimum payment of zero. The deal will
be immediately accretive.

The acquisition allows ValueClick to offer to its advertisers additional
opportunities for cost-effective customer acquisition, and its publishers yet
another way to generate revenue. onResponse will be able to significantly expand
the solutions they offer to both their advertisers and the over 8,000 website
publishers who turn to them for ways to improve the monetization of their
properties.

"We are very excited about joining ValueClick, because our philosophies mirror
each other exactly," said Scott Averbach, president and CEO of onResponse.com.
"The cornerstones of both companies are performance and accountability for our
clients, and revenue growth and profitability for shareholders. onResponse's
vision has always been to expand our offerings to our clients and to develop a
global Internet presence, and joining forces with the world's leader in
performance-based advertising is a logical next step. ValueClick brings immense
scalability to the affiliate network we have cultivated. Together, we will be
able to deliver a varied suite of effective products for advertisers and
publishers to achieve their goals and improve their bottom-line results."

"onResponse represented the ideal acquisition target for ValueClick because it
is a well-managed, profitable leader in a complementary area of
performance-based online advertising," Zarley said. "This quarter we've
demonstrated our commitment to acquire well-managed, market-driven companies
that enhance the offerings of our core business. The acquisition and product
expansion strategy that we have aggressively executed this quarter demonstrates
ValueClick's stability, strength and optimism in a sector that has experienced a
challenging last six months."

Reaching over 20 countries around the world as well as over 20 percent of U.S.
Internet households each month, ValueClick already delivers over 215,000
qualified visitors

<PAGE>

every day to advertisers such as Providian Financial, Microsoft, the United
States Postal Service, and Verizon. With the acquisition, onResponse.com brings
a stable of additional blue-chip clients to ValueClick's roster, including
Intuit, Doubleday, NextCard and Excite@tHome.

ABOUT VALUECLICK
ValueClick is the leading global provider of performance-based Internet
advertising solutions for advertisers and Web publishers. For marketers seeking
measurable results, ValueClick is the Internet advertising provider that
delivers the best value for the ad dollar through a combination of
performance-based pricing, advanced targeting capabilities, rigorous network
quality control and an integrated product line.

For website publishers of all sizes, ValueClick offers the ability to create
reliable new revenue opportunities. As a leading aggregator of these publishers,
ValueClick provides advertisers, direct marketers and e-commerce companies with
some of the most cost-effective methods for attracting targeted, high-quality
customers. According to Media Metrix, ValueClick reaches over 20 percent of the
U.S. Internet population each month. ValueClick delivers over 215,000 qualified
visitors to advertisers every day from a network of over 20,000 websites in 20
countries worldwide. With a proven track record of providing consistent value to
its partners, ValueClick is among the e-commerce community's leading advertising
networks. For more information about ValueClick, visit the corporate Web site at
www.valueclick.com.

ABOUT ONRESPONSE.COM
Ranked by PC Online as one of the fastest growing Internet properties,
onResponse.com conducts customized campaigns on behalf of direct marketing
clients. As the liaison between web property owners and advertisers,
onResponse.com guarantees timely and consistently high payouts to publishers,
and cost-effective acquisition solutions to advertisers. With onResponse.com's
cost-per-lead and cost-per-acquisition pricing models, advertisers pay only for
quantifiable results. Clients gain exposure and branding while also being able
to accurately calculate ROI. In addition, freebieclub.com, an

<PAGE>

exclusive product of onResponse.com, offers daily and annual cash giveaways as
well as free products, services and offers for the taking. To learn more about
onResponse.com or freebieclub.com visit www.onResponse.com or
www.freebieclub.com.


PRESS CONTACT:                     INVESTOR RELATIONS CONTACT:
Jenny Connorton                    Neil Booth
The MWW Group                      The MWW Group
(212) 827-3762                     (212) 704-9727
[email protected]                 [email protected]



SAFE HARBOR:
THIS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS PREDICTED
AND REPORTED RESULTS SHOULD NOT BE CONSIDERED AN INDICATION OF FUTURE
PERFORMANCE. IMPORTANT FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE 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 ITS REGISTRATION STATEMENT ON
FORM S-1 DECLARED EFFECTIVE ON MARCH 30, 2000 AND QUARTERLY REPORTS ON FORM 10-Q
DURING 2000. 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 EVENTS.


                                       ###



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission