ENGAGE INC
8-K, EX-99.1, 2000-06-30
BUSINESS SERVICES, NEC
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                                                                    Exhibit 99.1

                          ENGAGE TO ACQUIRE MEDIABRIDGE

     Engage to Strengthen Marketer-Focused Strategy by Providing Traditional
                  Marketers the Tools Needed to Succeed Online


ANDOVER, MA - JUNE 12, 2000 - Engage, Inc. (Nasdaq: ENGA), the leading provider
of next generation online marketing solutions and a majority-owned operating
company of CMGI, Inc. (Nasdaq: CMGI), today announced a definitive agreement to
acquire privately held, Acton, Mass.-based MediaBridge Technologies, Inc., a
leading provider of cross-media closed loop targeted marketing systems. This
acquisition is expected to advance Engage's marketer-focused strategy by
connecting powerful web site software applications for merchants with Engage's
large online advertising network. Upon the close of the acquisition, which is
expected by late summer and subject to MediaBridge shareholder approval,
MediaBridge will operate as a wholly-owned subsidiary of Engage. Bob Angelo,
MediaBridge's president and CEO, will report directly to Paul Schaut, president
and CEO of Engage.

Under the terms of the agreement, Engage will issue approximately 14.5 million
shares of Engage common stock to the shareholders of MediaBridge, subject to
adjustment under certain circumstances. MediaBridge currently has over 200
customers and employs 185 people in offices in Acton, Mass., Los Angeles,
Chicago and London. The company's fiscal year 1999 revenues were $17.8 million.

"This acquisition brings us proven management talent and innovative technologies
that bridge the gap between offline and online marketing programs," said Mr.
Schaut. "As a current distributor of our software products, MediaBridge has
proven that their product set truly complements our solutions. The combined
offering currently is being implemented by several joint customers to transform
their traditional promotional campaigns into online, interactive promotions that
target consistent, relevant marketing messages to specific audiences that have
expressed interest in identified products or services. As their customers move
online, we will help them better understand and target their online audiences
using Engage Media solutions. This deal underscores Engage's unique position in
the market as an innovative, results-oriented online marketing solutions
company."

"Combining our expertise and customer base in cross media closed-loop targeted
promotions with Engage's expertise and customer base in online marketing and
media solutions redefines the competitive landscape for the marketing software
infrastructure," said Mr. Angelo. "The greatest opportunity for the new economy
is the old economy. The news is that these companies can for the first time look
to one source to help them promote their products across existing and new media.
As one company, Engage and MediaBridge will be well-positioned to help
brick-and-mortar marketers take advantage of the power of the Internet, and
optimize their marketing investments across media."


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MEDIABRIDGE CUSTOMERS

MediaBridge's traditional media, retail and catalog customers use MediaBridge's
software to access, store, manage and reuse rich-media promotional campaigns and
related data. MediaBridge's newest product offerings provide a closed-loop
solution for a business's marketing needs, using information available across
the enterprise to tailor specific, targeted promotions distributed across
multiple media and then drawing on customer response data as feedback to further
refine the promotional program.

With over 200 customers, MediaBridge representative clients include Circuit
City, Reynolds and Reynolds, Sharper Image, Wall Street Journal, Dow Jones,
Fujifilm, Kohls, Valpak and Polaroid.

THE COMBINED SOLUTION

Many marketers that run both offline and online promotional campaigns spend a
significant amount of time and money managing two separate programs. A combined
Engage and MediaBridge solution will allow the marketer to bridge all programs
through a single, closed-loop solution set:

     *    The MediaBridge content.server solution allows media, retail and
          catalog marketers to efficiently manage and reuse product information,
          including images, descriptions and SKUs, and plan both online and
          offline promotions based on this product information.

     *    Engage ProfileServer allows marketers to build permission-based
          profiles and anonymous interest profiles by observing customer
          behavior across their web sites and using that information to deliver
          more relevant promotions and offers.

     *    Engage AdManager allows marketers to manage multiple campaigns
          overtime targeted at any individual audience.

"We see a compelling business case for future revenue-driving applications based
on integrated solutions," continued Mr. Schaut. "As the number and variety of
new media proliferate, from the Internet, to wireless devices to enhanced TV,
the core value to marketers of MediaBridge's content.server product will grow
accordingly. We expect that this functionality and customer base understanding
also will drive spending on Engage's new media network buys. These opportunities
will help Engage deliver on the promise of the Internet and other new media to
provide a much more personalized, relevant and entertaining marketing experience
in the future."

BENEFITS TO ENGAGE

This planned acquisition will benefit Engage in several ways:

     *    Enriched Engage Knowledge Profiles - MediaBridge customers will be
          eligible to participate in the Engage Knowledge anonymous profile
          database, by contributing anonymous non-personally identifiable
          information to Engage Knowledge. Engage will maintain its longstanding
          promise to consumers to collect only anonymous behavior data for its
          Engage Knowledge database, and not merge any of that data with
          personally identifiable data.


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     *    Cross-Selling Opportunities for other Engage Products and Services -
          MediaBridge customers will have a new opportunity to drive their
          marketing programs and analysis through Engage Media, Engage Business
          Media, AdKnowledge and I/PRO. In addition, MediaBridge's online media
          publishing customers will also have the opportunity to use Engage
          AdManager to manage their own ad serving programs.

     *    Global Expansion - MediaBridge currently derives 40 percent of its
          revenue from its UK operations, thus strengthening Engage's product
          and service offering in the UK. In addition, Engage's operations in
          nine other countries worldwide will benefit from the ability to offer
          a combined global solution to both Engage and MediaBridge customers.

ABOUT MEDIABRIDGE:

MediaBridge is the leading provider of cross media promotional solutions.
MediaBridge helps marketers sell more, faster. MediaBridge's clients and
industry partners include internationally acclaimed firms on the leading edge of
eCommerce, retail, media, direct marketing, financial services, and travel
industries. MediaBridge is based in Acton, MA. with three offices in the U.S.
and European headquarters in London. For more information on MediaBridge, please
visit www.mediabridge.net.

ABOUT ENGAGE(R)

Engage, Inc. (Nasdaq: ENGA) is the leading provider of next generation online
marketing solutions and a majority-owned operating company of CMGI, Inc. Based
in Andover, Mass., Engage helps marketers target online audiences and convert
them into loyal customers. Engage has European headquarters in London and
offices worldwide. For more information on Engage, please visit www.engage.com.
Engage is a registered trademark of Engage, Inc. All other products and services
mentioned may be trademarks or service marks of their respective owners.

ABOUT CMGI AND CMGI @VENTURES:

With more than 70 companies, CMGI, Inc. (Nasdaq: CMGI) represents the largest,
most diverse network of Internet companies in the world, including both CMGI
operating companies and synergistic investments made through its venture capital
affiliate, CMGI @Ventures. CMGI leverages the technologies, content and market
reach of its extended family of companies to foster rapid growth and industry
leadership across its network and the larger Internet Economy. Compaq, Intel,
Microsoft, Pacific Century CyberWorks and Sumitomo hold minority positions in
CMGI.

CMGI's majority-owned operating companies include Engage (Nasdaq: ENGA),
NaviSite (Nasdaq: NAVI), 1stUp.com, Activate, AdForce, AltaVista, CMGion, CMGI
Solutions, Equilibrium, ExchangePath, iCAST, MyWay.com, NaviPath, SalesLink,
Tribal Voice, uBid.com, and yesmail.com. CMGI @Ventures has ownership interests
in 57 companies, including Lycos, Inc. (Nasdaq: LCOS), Critical Path (Nasdaq:
CPTH), MotherNature.com (Nasdaq: MTHR), Ventro (Nasdaq: VNTR) and Vicinity
(Nasdaq: VCNT).


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CMGI's corporate headquarters are located in Andover, Mass. CMGI @Ventures has
offices there, as well as in Menlo Park, Calif. For additional information, see
http://www.cmgi.com and http://www.ventures.com.

Engage Statement Under the Private Securities Litigation Reform Act

This release contains forward-looking statements based on current expectations
or beliefs, as well as a number of assumptions about future events, and these
statements are subject to important factors and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. The forward-looking statements in this release address a variety of
subjects including, for example, the consummation of this transaction, the
expected benefits resulting from Engage's acquisition of MediaBridge, the
expected benefits resulting from the integration of the operations of
MediaBridge with the operations of Engage, and the expected number of
opportunities to be presented to online marketers by the acquisition. The
following factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: the risk that the
transaction will not be consummated, the business of MediaBridge will not be
successfully integrated with the business of Engage; risks associated with
entering into new market segments; slower than expected growth in Internet
advertising; the timely development of new profile-based products and services;
the adoption of new laws and regulations affecting the provision of Internet
advertising services, including laws and regulations covering privacy, pricing
and content; and increased competition and technological changes in the
industries in which Engage competes, and other risks detailed in Engage's 1999
Annual Report on Form 10-K and from time to time in Engage's other reports filed
with the SEC.

Engage is a Registered Trademark of Engage, Inc.


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