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ValueClick (VCLK) Completes Dotomi Acquisition, Increases Buyback by $86M

August 31, 2011 5:11 PM EDT
ValueClick (Nasdaq: VCLK) announced today that it has closed its acquisition of Dotomi.

ValueClick has acquired all of the outstanding equity interests in Dotomi for upfront consideration consisting of: (a) 7.1 million shares of ValueClick common stock; (b) the assumption of 0.5 million fully vested stock options; and (c) $148 million in cash (net of cash acquired). In addition, ValueClick has assumed 0.4 million shares of unvested restricted stock which will vest over a one year period and 0.5 million unvested stock options which will vest over a period ranging from one to three years.

A portion of the acquisition was funded by the Company’s Amended and Restated Credit Agreement, as described in the Company’s Form 8-K filed with the Securities and Exchange Commission on August 24. This credit agreement provides the Company with $200 million of total available credit with a five year term, including a senior secured revolving credit facility of $150 million and a $50 million term loan.

John Giuliani will continue to lead Dotomi and will report directly to ValueClick chief executive officer, James Zarley. Additionally, Mr. Giuliani has joined ValueClick’s board of directors.

Dotomi’s results of operations will be included in ValueClick’s consolidated and Media segment results beginning on August 31, 2011. For the one month period ended September 30, 2011, ValueClick anticipates that Dotomi will contribute approximately $8.5 million in revenue. The acquisition is expected to add approximately $2 million in amortization expense and approximately $1 million in stock-based compensation expense to ValueClick’s third quarter results. Dotomi was not included in the Company’s third quarter 2011 guidance provided on August 2.

Further, ValueClick's board of directors has increased the share repurchase program authorization by $86 million, bringing the current share repurchase program authorization to $100 million.


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