PASADENA & PALO ALTO, Calif., Feb 18, 2003 (BUSINESS WIRE) -- Overture
Services, Inc. (Nasdaq:OVER), the world's leading provider of Pay-For-Performance
search to Web sites across the Internet, and AltaVista Company, a pioneer
in Web search technology, and a majority owned operating company of CMGI,
Inc. (Nasdaq:CMGI), today announced that they have signed a definitive
agreement under which Overture will acquire AltaVista's business for $140
million in cash and stock.
The acquisition will enable Overture to offer a significantly enhanced
Web search solution to portals, Internet service providers (ISPs) and
other destination sites, as well as additional marketing opportunities
to the company's large base of advertisers. AltaVista's advanced algorithmic
search technology, which crawls the Web and returns relevant search results
in response to users' queries, strategically complements Overture's market-leading
technology in commercial search. Additionally, AltaVista's Web site will
allow Overture to test and refine new products and services in a live
setting, and its suite of search-related technology patents will help
support Overture's entry into algorithmic search.
The company will pay AltaVista in Overture common stock currently valued
at $80 million, plus $60 million in cash, and will assume certain of AltaVista's
liabilities. The purchase, which is subject to customary approvals and
certain other conditions, is expected to close in April and be accretive
to Overture's earnings by mid-2004.
AltaVista's advanced Web search capability is powered by its precise,
algorithmic matching technology. Supported by this technology, AltaVista
offers paid inclusion products, which ensure that businesses' Web sites
are included in its index. Overture said it plans to enhance AltaVista's
paid inclusion products and offer its advertisers additional high-return
marketing vehicles intended to drive targeted customer leads.
Overture said it plans to use the AltaVista Web site as a way to test
new search services and marketing products for its advertisers. The company
also said it plans to syndicate these products to its global distribution
network, as well as potential new partners.
AltaVista is a pioneer in Internet search. Since its establishment in
1995, the company has been awarded the most search-related patents in
the industry. As part of the agreement, Overture will assume ownership
of AltaVista's 58 search technology patents and other patent-pending applications.
AltaVista's patents cover the fundamental areas of Web crawling, indexing
and ranking, as well as search query processing and serving of results
Headquartered in Palo Alto, Calif., AltaVista has approximately 250 employees
worldwide and serves search results in 25 languages.
The securities to be issued by Overture in connection with the transaction
described herein will not be, and have not been, registered under the
Securities Act of 1933, and may not be offered or sold in the United States
absent registration, or an applicable exemption from the registration
requirements, under the Securities Act of 1933.
Conference Call Details
Overture will be holding a conference call to discuss today's news at
5 PM Eastern/2 PM Pacific. To participate via telephone, please dial 1-888-390-3404
(passcode OVER). To participate via the Internet, log on to www.overture.com
15 minutes prior to the start of the call to download any necessary software.
A replay of the call will be available at www.overture.com shortly after
the live call ends.
Overture (Nasdaq:OVER) is the world's leader in Pay-For-Performance search
on the Internet. The company created the market for Pay-For-Performance
search by redefining how businesses market online. In the fourth quarter
of 2002, Overture facilitated 563 million paid introductions on a worldwide
basis between consumers and its 80,000 advertisers, who bid for placement
on relevant search results and pay Overture only when a consumer clicks
on their listing. Following a rigorous screening for user relevance by
Overture's editorial team, the company distributes its search results
to tens of thousands of sites across the Internet, including Yahoo!, MSN
and InfoSpace, making it the largest Pay-For-Performance search and advertising
network on the Internet. Overture is based in Pasadena, California, with
offices in New York and San Francisco, and subsidiary offices in the UK,
Germany, Ireland, France, Japan and South Korea. For more information,
Overture and Pay-For-Performance are service marks of Overture Services,
Internet search pioneer AltaVista Company is a leading global provider
of search services and technology. The company continues to advance Internet
search with new technologies and features designed to improve the search
experience for all users. Built on a foundation of over 58 technology
patents, with innovations in multilingual and translation support, AltaVista
provides integrated search results to give users immediate access to relevant
information including Web pages, multimedia files and up-to-the-minute
news. Headquartered in Palo Alto, Calif., AltaVista is a majority-owned
operating company of CMGI, Inc. (Nasdaq:CMGI). For more information see
The summary of the terms and conditions of the transaction is not intended
to be a complete summary of the terms and conditions of such transactions.
CMGI, Inc. (Nasdaq:CMGI) provides technology and e-commerce solutions
that help businesses market, sell and distribute their products and services.
CMGI offers targeted solutions including industry-leading global supply
chain management; web-based distribution and fulfillment; Web-driven direct
marketing; and enterprise-oriented professional services. CMGI's corporate
headquarters are located at 100 Brickstone Square, Andover, Mass. 01810.
For additional information, see www.cmgi.com.
Overture Safe Harbor Statement: This press release contains forward-looking
statements within the meaning of the federal securities laws, including,
without limitation, statements regarding the following: the proposed acquisition
of the AltaVista business, the expected timing thereof, and the accretive
nature of the transaction. Actual results may differ materially from these
forward-looking statements due to risks such as: the risk that the acquisition
will not close and the risk that the transaction may not be accretive.
For a discussion of other risks that could cause actual results or events
to differ materially from such forward-looking statements, see the discussion
of "Risks That Could Affect Our Financial Condition and Results of
Operations" in Overture's 10-Q filing with the SEC for the period
ended September 30, 2002. Overture undertakes no obligation to update
forward-looking statements to reflect events or circumstances occurring
after the time of this press release.
CMGI and AltaVista Safe Harbor Statement: This release contains forward-looking
statements, which address a variety of subjects including, for example,
the proposed acquisition of AltaVista's assets and assumption of liabilities
by Overture. Important factors and uncertainties, among others, could
cause actual results to differ materially from those described in these
forward-looking statements, including the failure to satisfy all closing
conditions to the transaction. For detailed information about factors
that could cause actual results to differ materially from those described
in the forward-looking statements, please refer to CMGI's filings with
the Securities and Exchange Commission, including CMGI's most recent Quarterly
Report on Form 10-Q. Forward-looking statements represent management's
current expectations and are inherently uncertain. CMGI does not undertake
any obligation to update forward-looking statements made by the company.
Overture Services, Inc.
Al Duncan, 626/685-5714 (Media)
Laurie Berman, 626/229-5368 (Investors)
Judith Schwartz, 650/320-7319
John Stevens, 978/684-3655
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