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Exhibit 99.2
Additional Merger Information
ENGAGE/MEDIABRIDGE SPEAKING POINTS
DEAL TERMS
* Engage has announced a definitive agreement to purchase substantially
all of the assets of MediaBridge through the issuance of 14.5 million
shares of Engage common stock.
* Once deal is finalized by late summer, MediaBridge will be a
wholly-owned subsidiary of Engage.
WHAT "MEDIABRIDGE" DOES
MediaBridge solutions enable a business to access, store, manage and
reuse its rich media assets. With its solutions, a business can
create, manage and deploy promotions across traditional and electronic
media.
All the while, its technology achieves a "closed loop" solution by
tracking a promotion, gauging its effectiveness and continually
refining it to accurately target MediaBridge customers in an
appropriate medium by drawing on newly updated data using
permission-based and anonymous profiling technology and other
information available to the business.
HOW DOES THIS ACQUISITION FIT WITH ENGAGE'S BUSINESS STRATEGY?
1. EXPANDS OUR OFFERINGS TO MARKETERS.
* Engage moves into a position that is unique in the market by
combining technology, media and marketing to provide cross media
closed loop targeted marketing solutions.
* Engage will now have the ability to provide marketers with the
infrastructure to bridge online and offline marketing
initiatives, helping offline marketers convert to online, and
existing marketers better manage cross-media campaigns.
* MediaBridge's solutions help marketers manage digital assets like
product descriptors, pictures, prices, and then use those to
create promotions across media types such as print catalogs,
direct mail pieces or online catalogs.
* Engage's ProfileServer can be layered into the solution to
collect consumer's interests and then deliver personalize
promotions to specific interests through Engage AdManager.
* Finally, Engage's extensive online measurement and analysis
capabilities through its AdKnowledge and I/PRO divisions can
augment MediaBridge's existing capabilities to "close the loop"
for marketers, helping them understand the true impact of their
marketing efforts.
2. DRIVES ADDITIONAL MEDIA SALES
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* As marketers learn more about their online customer base's
interests, they can MediaBridge prospects with similar interests
across the Engage Media network or across the Web using
AdKnowledge.
3. OPENS UP RELATIONSHIPS WITH OVER 200 MARKETERS
* Opportunity to cross-sell products by offering MediaBridge
customers access to all of Engage's products and services, thus
providing them with a closed loop marketing solution.
4. ENHANCE AND ENRICH PROFILES CONTAINED WITHIN ENGAGE KNOWLEDGE WITH
ANONYMOUS PURCHASING AND PRODUCT CENTRIC INFORMATION SUPPLIED BY
MEDIABRIDGE CUSTOMERS
* Opportunity to cross-sell products by offering MediaBridge
customers access to all of Engage's products and services, thus
providing them with a closed-loop marketing solution
5. CONTINUE STRATEGY TO ACQUIRE COMPANIES WITH BEST OF BREED LINEAGE
* In 1999, MediaBridge's gross margins were 51% on revenues of
$17.8 million. MediaBridge is expected to reach profitability by
the end of 2000.
6. EXPAND PRODUCT OFFERINGS INTERNATIONALLY
* Opportunity to expand presence in UK/Europe through MediaBridge's
London office. 40% of MediaBridge's revenue were through UK.
HOW MEDIABRIDGE WILL BENEFIT FROM ACQUISITION?
* Expanded solution sets as described above.
* MediaBridge's customers will be able to collect consumer interest data
using Engage ProfileServer, MediaBridge users with shared interests
with Engage Media, deliver specific promotions based on these
interests with Engage AdManager, and measure and the success of their
programs and Web site traffic through products and services provided
by AdKnowledge and I/PRO.
OVER 200 MARQUEE CUSTOMERS INCLUDES:
<TABLE>
<S> <C> <C>
RETAIL/CATALOG MEDIA CORPORATE/OTHER
The Sharper Image Associated Media-Base Fuji Photo Film Ltd.
CDW Computer Centers, Inc. Los Angeles Times Pacific Life Insurance
CVS Pharmacy, Inc. Cambridge University Press Company
Circuit City Stores, Inc. McGraw-Hill-Sweets Group Polaroid Corporation
JC Whitney The Daily Telegraph Quebecor/Intellia
Kohl's Department Stores, Inc. Dow Jones & Company, Inc. The Reynolds & Reynolds
Littlewoods Retail Limited Independent News Ireland Corporation
London Drugs Limited Limited Unisys Corporation
Radio Shack Trinity Mirror Group Val Pak Direct Marketing Systems, Inc.
Viking Office Depot United Advertising Publications, Inc.
SEARS, Canada Miller Freeman
UK Leisure Group Uitgeversbedrijf TIJD N.V.
(Antwerp)
</TABLE>
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ENGAGE/MEDIABRIDGE SPOKESPERSON FAQ
On June 12, 2000, Engage announced a definitive agreement to acquire
MediaBridge, the leading provider of cross-media closed-loop targeted marketing
systems. Due to the complexity of this acquisition, we have prepared this
document to answer frequently asked questions.
Q: WHAT DOES MEDIABRIDGE DO?
A: MediaBridge solutions enable a business to access, store, manage and reuse
its rich media assets. With its solutions, a business can create, manage
and deploy promotions across traditional and electronic media.
All the while, its technology achieves a "closed loop" solution by tracking
a promotion, gauging its effectiveness and continually refining it to
accurately targeted MediaBridge customers in an appropriate medium by
drawing on newly updated data using permission-based and anonymous
profiling technology and other information available to the business.
Q: WHAT WERE THE STRATEGIC BENEFITS THAT LED TO ENGAGE'S ACQUISITION OF
MEDIABRIDGE?
A: By combining Engage's software and media solutions with MediaBridge's
unique software infrastructure, we bring to market an end-to-end solution
that enables marketers to sell more faster. With this powerful acquisition
Engage becomes the sole provider of a complete cross media, closed loop,
targeted marketing solution.
THERE WERE 5 MAIN BENEFITS THAT ENGAGE SAW WHICH LED TO THIS ACQUISITION:
1. Marketers are struggling with how to optimize their marketing
activities across on and offline. Using MediaBridge's content.server
and promo.planner applications along with Engage's online marketing
applications and media in an integrated fashion provides the
capability to bridge on-line and off-line marketing initiatives.
Engage has now gained the unique capability of providing customers
with the infrastructure to drive promotions across channels.
2. Engage will expand its customer base by seamlessly offering
MediaBridge's customers Engage's products and services. MediaBridge's
customers will be able to collect consumer interest data using Engage
ProfileServer, MediaBridge users with shared interests with Engage
Media, deliver specific promotions based on these interests with
Engage AdManager, and measure and the success of their programs and
Web site traffic through products and services provided by AdKnowledge
and I/PRO.
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3. To increase revenues marketers need to know not just details about the
customer but also what products they are likely to desire. Engage saw
the opportunity to enhance Engage Knowledge, our anonymous profile
database, by purchase intent data supplied by MediaBridge customers.
4. In the current economic climate Internet companies need to be driving
towards profitability. In 1999, MediaBridge's gross margins were 51%
on revenues of $17.8 million. MediaBridge is expected to reach
profitability by the end of 2000.
5. The Internet is a global marketplace and our clients need global
solutions. Engage saw the opportunity to extend Engage's presence in
Europe through MediaBridge's UK operations, which accounts for 40% of
MediaBridge's revenue.
Q: HOW WILL THE CURRENT MEDIABRIDGE ORGANIZATION INTEGRATE INTO ENGAGE? WILL
IT OPERATE AS AN AUTONOMOUS BUSINESS DIVISION?
A: MediaBridge will operate as a wholly owned subsidiary.
Q: WHAT ARE THE TERMS OF THE DEAL?
A: This is an all-stock transaction, accounted for as a purchase, in which
Engage will issue approximately 14.5 million shares of common stock to the
shareholders of MediaBridge and is expected to close by early September,
contingent on MediaBridge shareholder approval.
Q: IS THERE A COLLAR ON THE DEAL?
A: Yes. The value of the deal will not exceed 14.5 million shares of common
stock, nor will the number of shares issued to MediaBridge shareholders be
less than 11.7 million.
Q: HOW WILL SENIOR MANAGEMENT BE ORGANIZED?
A: Bob Angelo will continue in his role and will report to Paul Schaut,
President and CEO of Engage.
Q: WHAT WAS MEDIABRIDGE'S RELATIONSHIP WITH ENGAGE PRIOR TO THE ACQUISITION?
A: MediaBridge served as a reseller and OEM of Engage ProfileServer
technology.
Q: WILL ANY TRANSACTION INFORMATION CULLED FROM MEDIABRIDGE'S CUSTOMERS BE
COMBINED WITH THE ANONYMOUS PROFILES CONTAINED WITHIN ENGAGE KNOWLEDGE?
A: MediaBridge enables the collection of purchase intent data from its
customers. The clickstream data generated from the MediaBridge applications
indicate what products and offers consumers are interested in. It will be
stripped of all personally identifiable information and added to the Engage
Knowledge anonymous profiles. This is consistent with Engage's privacy
policy, no personally identifiable information of any kind will be stored
in the Engage Knowledge database nor will any Engage Knowledge anonymous
profiles be combined with any personal identifying info.
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Q: HOW WILL ADKNOWLEDGE AND I/PRO BE INVOLVED IN THE ACQUISITION?
A: AdKnowledge and I/PRO are both wholly-owned subsidiaries of Engage. These
companies offer complimentary services to MediaBridge's technology. By
leveraging each other's core competencies we will be able to offer a
complete closed loop targeted marketing solution. In addition, these
companies will have an enhanced ability to cross-sell products and services
to current MediaBridge customers.
Q: HOW DOES THIS ACQUISITION BENEFIT MEDIABRIDGE CUSTOMERS?
A: Engage's solutions will help MediaBridge's customers create successful
online marketing programs that are optimized to achieve maximum ROI and
will turn prospects into long, loyal customers. Specifically, MediaBridge
customers will be able to:
* Collect information on consumers' interests through Engage
ProfileServer
* Based on these collected interests, MediaBridge users with similar
interests via Engage Media's online media network
* Better manage multiple campaigns over time targeted at one audience.
* Better measure and understand the effectiveness of their online
promotions through use of AdKnowledge's products and services
* Better measure and understand traffic patterns at their site through
the use of I/PRO's products and services.
Q: HOW MANY EMPLOYEES DOES MEDIABRIDGE HAVE?
A: MediaBridge has 185 employees.
Q: WILL THERE BE ANY LAYOFFS?
A: No.
Q: WHO ARE MEDIABRIDGE'S KEY CUSTOMERS?
A: MediaBridge" has licensed software products to a total of over 200 clients
in various industries, including: retail, catalog, and media. MediaBridge
targets businesses that collect large amounts of data and use technology to
increase revenues, improve competitiveness, and reduce costs. A
representative list of MediaBridge's clients includes:
<TABLE>
<S> <C> <C>
RETAIL/CATALOG MEDIA CORPORATE/OTHER
CDW Computer Centers, Inc. Associated Media-Base Fuji Photo Film Ltd.
CVS Pharmacy, Inc. Pacific Life Insurance
Circuit City Stores, Inc. Cambridge University Press Company
JC Whitney Trinity Mirror Group Polaroid Corporation
Kohl's Department Stores, Inc. The Daily Telegraph Quebecor/Intellia
Littlewoods Retail Limited Dow Jones & Company, Inc. The Reynolds & Reynolds
London Drugs Limited Independent News Ireland Corporation
Radio Shack Limited Unisys Corporation
The Sharper Image Los Angeles Times Val Pak Direct Marketing Systems, Inc.
SEARS, Canada McGraw-Hill-Sweets Group
Miller Freeman
Spicers Limited Uitgeversbedrijf TIJD N.V.
UK Leisure Group (Antwerp)
Viking Office Depot United Advertising Publications,
Inc.
</TABLE>
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Q: HOW MUCH REVENUE DID MEDIABRIDGE BOOK IN 1999?
A: $17.8 million
Q: HOW MUCH REVENUE WILL MEDIABRIDGE CONTRIBUTE TO ENGAGE'S 2000 REVENUES?
A: It is our company policy not to discuss revenue projections for a
particular business division.
Q: WHAT TYPES OF MARGINS DOES MEDIABRIDGE HAVE?
A: MediaBridge had a gross margin of 51% in 1999.
Q: WILL MEDIABRIDGE SHORTEN YOUR PATH TO PROFITABILITY, WHEN DO YOU EXPECT TO
BECOME PROFITABLE?
A: We will not discuss this information until the acquisition closes.
Q: HOW MUCH CASH WILL MEDIABRIDGE CONTRIBUTE TO ENGAGE?
A: We will not discuss this information until the acquisition closes.
Q: DOES THIS ACQUISITION AFFECT YOUR GUIDANCE ON BURN RATE?
A: We will not discuss this information until the acquisition closes.
Q: WHO ARE MEDIABRIDGE'S COMPETITORS?
A: MediaBridge's cross-media solution provides a competitive advantage over
traditional marketing companies, who generally focus solely on print media,
and e-commerce companies, who generally focus solely on electronic media.
MediaBridge competes against in-house development efforts by providing a
more comprehensive, cost-effective solution that is more easily managed and
that utilizes, and integrates with, existing systems. We believe the
incorporation of profiling into our solution also provides MediaBridge with
a competitive advantage in that its clients have the added benefit of
developing targeted promotional campaigns. We also believe that our
distribution strategy broadens our market by allowing us to sell our
solutions to a wider range of companies with differing system needs and
budgets.
Q: WHO IS ENGAGE?
A: 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
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loyal customers. Engage has European headquarters in London and offices
worldwide. For more information on Engage, please visit www.engage.com.
Q: WHO IS MEDIABRIDGE?
A: 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.
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