Yahoo! to Acquire interclick
Acquisition Extends Yahoo!'s Audience Targeting Capabilities and
Premium Content Supply
SUNNYVALE, Calif. & NEW YORK--(BUSINESS WIRE)--
Yahoo! Inc. (NASDAQ:YHOO), the premier digital media company, and
interclick, inc. (NASDAQ:ICLK) today announced a definitive agreement
for Yahoo! to acquire interclick. interclick's proprietary advertising
and technology solutions enable it to dramatically improve data targeted
solutions and optimized returns for advertisers across a variety of
pooled premium supply sources. interclick has built the industry's
leading data valuation platform optimized to work with large data
volumes across multiple providers and marketplaces. With interclick,
Yahoo! will acquire unique data targeting capabilities, optimization
technologies and new premium supply, as well as a team experienced in
selling audiences across disparate sources of pooled supply.
"This investment underscores our focus on enhancing the performance of
both our guaranteed and non-guaranteed display business across Yahoo and
our partner sites and, combined with Yahoo!'s reach and advertising
leadership, will deliver a powerful solution for marketers," said Ross
Levinsohn, EVP, Americas region. "interclick's innovative platform will
allow Yahoo! to expand its targeting and data capabilities to deliver
campaigns with stronger performance metrics."
interclick helps marketers navigate the complex data online ecosystem
with tools such as Open Segment Manager (OSM) and its Genome Platform.
These solutions were built to address the fundamental challenges of
audience targeting by enabling a more holistic understanding of
consumers through its deep integrations with leading data providers.
"Having worked closely with Yahoo! for the past few years, we have a
deep appreciation of the quality of the inventory that Yahoo! brings to
market. The combination of Yahoo!'s premium data and inventory with our
platforms will create tremendous value for clients," said Michael Katz,
founder and CEO of interclick. "I would personally like to thank our
team, our clients and our Board who helped to make interclick the
success it has become."
"We believe that this is a great outcome for our shareholders," said
Michael Brauser, interclick Co-Chairman of the Board. "Michael Katz and
his team have done a tremendous job over the past few years and I'm
proud to have helped make this outcome a reality."
Tender Offer
Under the terms of the agreement, Yahoo! will commence an all cash
tender offer for all outstanding shares of common stock of interclick at
$9.00 per share. The transaction has an estimated total equity value of
approximately $270 million.
The transaction was unanimously approved by the interclick Board of
Directors and all interclick directors and executive officers have
entered into agreements with Yahoo! to support the transaction and to
tender their shares in the offer.
The companies expect the tender offer to close by early 2012. The
closing of the tender offer is subject to customary terms and
conditions, including the tender of a number of shares which is at least
a majority of the total number of outstanding interclick common shares
(determined on a fully diluted basis), the expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act and other conditions set forth in the agreement. The agreement also
provides for a merger to be completed following the tender offer which
would result in all shares not tendered being converted into the right
to receive $9.00 in cash.
GCA Savvian Advisors, LLC acted as the lead financial advisor to
interclick in connection with the transaction.
About interclick
interclick, inc. (Nasdaq:ICLK), headquartered in New York, was founded
in 2006 and became a NASDAQ-listed company in 2009. Powered by OSM,
interclick offers proprietary data-valuation capabilities combining
analytical expertise and media fulfillment to help marketers navigate
the complex data ecosystem to drive successful online display and video
campaigns. OSM is a powerful solution which aggregates and organizes
billions of data points from 3rd party providers - delivering actionable
consumer insights, scalable audiences and the most effective campaign
execution.
For more information, visit http://www.interclick.com.
About Yahoo!
Yahoo! (NASDAQ:YHOO) is the premier digital media company, creating
deeply personal digital experiences that keep more than half a billion
people connected to what matters most to them, across devices and around
the globe. And Yahoo!'s unique combination of Science + Art + Scale
connects advertisers to the consumers who build their businesses. Yahoo!
is headquartered in Sunnyvale, California. For more information, visit
the pressroom (pressroom.yahoo.com)
or the company's blog, Yodel Anecdotal (yodel.yahoo.com).
Yahoo! is the trademark and/or registered trademark of Yahoo! Inc.
All other names are trademarks and/or registered trademarks of their
respective owners.
Additional Information
The tender offer described in this communication has not yet commenced.
The description contained herein is for informational purposes only and
is not an offer to buy or the solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of interclick's
common stock will only be made pursuant to a tender offer statement on
Schedule TO, including an offer to purchase and other related materials
that Yahoo! intends to file with the Securities and Exchange Commission
(the "SEC"). In addition, interclick intends to file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the tender offer. Once filed, interclick stockholders will be able to
obtain the tender statement on Schedule TO, the offer to purchase, the
Solicitation/Recommendation Statement on Schedule 14D-9 and related
materials with respect to the offer, free of charge on the SEC's website
at www.sec.gov,
from the information agent named in the tender offer materials or from
Yahoo!. A copy of the Solicitation/Recommendation Statement on Schedule
14D-9 will also be available free of charge to all interclick
stockholders by contacting interclick at 11 West 19th Street,
10th floor, New York, NY 10011, Attention: Corporate
Secretary, (646) 722-6260. interclick's stockholders are advised to read
these documents, any amendments to these documents and any other
documents relating to the tender offer that are filed with the SEC
carefully and in their entirety prior to making any decisions with
respect to the offer because they contain important information,
including the terms and conditions of the offer.
Forward Looking Statements
This press release contains forward-looking statements concerning the
proposed acquisition, the expected timetable for completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
businesses and any other statements regarding events or developments
that the parties believe or anticipate will or may occur in the future.
Risks and uncertainties may cause actual results and benefits of the
proposed acquisition to differ materially from management expectations.
Potential risks and uncertainties include, among others: general
economic conditions and conditions affecting the industries in which
Yahoo! and interclick operate; the uncertainty of regulatory approval;
the parties' ability to satisfy the tender offer and merger agreement
conditions and consummate the transaction; Yahoo!'s ability to
successfully integrate interclick's operations and employees with
Yahoo!'s existing business; the ability to realize anticipated growth,
synergies and cost savings; and interclick's performance and maintenance
of important business relationships. Additional information regarding
the factors that may cause actual results to differ materially from
these forward-looking statements is available in Yahoo!'s SEC filings,
including Yahoo!'s Annual Report on Form 10-K for the year ended
December 31, 2010 and Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2011 as well as interclick's SEC filings,
including interclick's Annual Report on Form 10-K for the year ended
December 31, 2010 and Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2011. These forward-looking statements speak only
as of the date of this communication and neither Yahoo! nor interclick
assumes any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events and
developments or otherwise, except as required by law.
Yahoo! Inc.
Dana Lengkeek, 415-994-4008 (Media)
danal@yahoo-inc.com
Cathy
La Rocca, 408-349-5188 (Investors)
cathy@yahoo-inc.com
or
For
interclick
Siobhan Aalders, 212-880-5341 (Media)
Ogilvy New
York
siobhan.aalders@ogilvy.com
or
Brett
Maas, 646-536-7331 (Investors)
Hayden IR
brett@haydenir.com
Source: Yahoo! Inc.
News Provided by Acquire Media
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