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Filed by @plan.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: @plan.inc
Commission File No. 0-25575
INVESTORS ARE URGED TO READ THE VARIOUS FILINGS OF DOUBLECLICK, INC. AND
@PLAN.INC WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS THAT ARE REQUIRED TO
BE FILED WITH RESPECT TO THE TRANSACTION DESCRIBED BELOW, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
Contact:
DoubleClick (Press)
Gia Rokeach
212/381-5486
[email protected]
or
DoubleClick (Investors)
Bruce Dalziel
212/272-CLICK
[email protected]
FOR IMMEDIATE RELEASE
DOUBLECLICK AND @PLAN REVISE TERMS OF ACQUISITION AGREEMENT
NEW YORK & STAMFORD, Conn.--Nov. 17, 2000--DoubleClick Inc. (NASDAQ:DCLK), the
leading global Internet advertising solutions company, and @plan.inc
(NASDAQ:APLN), a leading provider of online market research planning systems,
today announced they have revised the terms of their acquisition agreement
originally announced on September 25, 2000.
Under the terms of the amended agreement, @plan shareholders will receive $8.00
in value for each share of @plan common stock. @plan shareholders will receive
consideration, at DoubleClick's election, consisting of either a combination of
cash, in an amount between $1.60 and $4.00, with the remainder of the $8.00 in
value in DoubleClick common stock (valued at its average closing price for the
ten trading days ending one business day prior to the closing date), or all
cash.
DoubleClick will announce its election by 5:30 p.m. (New York City time) on the
business day prior to the closing date. It is anticipated that the @plan
shareholders' meeting will be held on the morning of the closing date. The
transaction, which will be accounted for by the purchase method of accounting,
is subject to customary closing conditions, including approval by @plan
shareholders. The transaction is expected to be completed in the first quarter
of 2001.
"This acquisition underscores the value of @plan to DoubleClick's business,"
said Greg Ellis, VP Research, DoubleClick. "We are solidifying a transaction
which brings world class research solutions to the online marketing community."
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"We are committed to the combination of two industry leaders," said Mark Wright,
Chairman and CEO, @plan. "This reiterates the importance of continuing together
to bring innovative solutions to our clients."
About DoubleClick
DoubleClick Inc. (www.doubleclick.net) is the leading global provider of ad
delivery technology with the largest Network of top Web sites worldwide. The
company provides nearly 5,000 Web advertisers and over 3,200 publishers with ad
sales, technology, data, email, wireless and promotions solutions to meet online
marketing needs. DoubleClick products help advertisers and publishers build
customer relationships through brand awareness and customer retention.
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 shareholders 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
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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 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 shareholders 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.
