SUNNYVALE, Calif. & PASADENA, Calif.--(BUSINESS WIRE)--July 14, 2003--
Combines Leading Web and Commercial Search Services With Internet's Largest Global Audience
Yahoo! Inc. (Nasdaq:YHOO - News), a leading global Internet company and
Overture Services, Inc. (Nasdaq:OVER - News), a global leader in commercial
search services on the Internet, today announced they have signed a definitive
agreement under which Yahoo! will acquire Overture. Under the terms of
the agreement, each outstanding common share of Overture will receive
0.6108 shares of Yahoo! common stock and $4.75 in cash, reflecting an
aggregate purchase price of approximately $1.63 billion, or $1.52 billion
net of Overture's March 31, 2003 cash balance, less the amounts earmarked
for their two recently closed transactions."
The combined assets position Yahoo! as the largest global player in
the rapidly growing Internet advertising sector," said Terry Semel,
chairman and chief executive officer, Yahoo! Inc."Together, the two
companies will be able to provide the most compelling and diversified suite
of integrated marketing solutions around the globe, including branding, paid
placement, graphical ads, text links, multimedia, and contextual advertising."
Within the rapidly growing Internet advertising market, commercial search
is the most dynamic and fastest growing segment. The worldwide commercial
search segment is estimated to grow from approximately $2 billion by year-end
2003 to approximately $5 billion by 2006 (Source: Piper Jaffray), a compound
annual growth rate of approximately 35 percent.
Additionally, search is a central part of Yahoo!'s user experience and
business strategy. The acquisition furthers Yahoo!'s objective of becoming
the leading end-to-end integrated search provider, combining assets capable
of generating, distributing and monetizing search results. This combination
provides Yahoo! with greater speed-to-market and the flexibility to innovate
and maximize search monetization opportunities.
"By combining Overture's world class monetization platform and complementary
web search assets, with Yahoo!'s already robust search business, we will
further improve our ability to offer the highest quality search experience.
Together we expect to create enhanced value for our users, marketers and
affiliates, and ultimately drive greater value for Yahoo!'s business,"
Overture is the leading provider of commercial search with more than
88,000 advertisers globally as of the end of the first quarter of 2003.
Overture's assets also include an extensive affiliate distribution network
that Yahoo! and Overture are dedicated to maintaining and enhancing, a
world class technology infrastructure in both commercial and web search,
and a comprehensive intellectual property portfolio.
"Overture pioneered commercial search, and we believe there remains
huge upside potential in this market," said Ted Meisel, president
and chief executive officer, Overture Services. "By combining the
assets of Yahoo! and Overture, we believe the company will be strongly
positioned to take advantage of this growth opportunity by more rapidly
developing and deploying innovative search and marketing solutions."
The combined companies expect to be able to take advantage of a number
of revenue synergies by expanding marketing opportunities on Yahoo!'s
expand Pay-for-Performance search faster and more cost effectively into
vertical properties, such as shopping, travel, and yellow pages;
integrate contextual advertising throughout Yahoo!'s network, including
properties such as in sports, real estate and autos; and,
leverage Overture's efficient, scalable marketplace by offering its 88,000
advertisers, the majority of which are small- and medium-sized businesses,
the ability to get online, sell online and promote online by purchasing
a range of additional Yahoo! services such as Yahoo! Store and Yahoo!
Yahoo! and Overture will be able to expand their combined products and
services internationally to create a unique global marketplace. Immediate
opportunities include Europe, Korea and Japan where both companies have
a strong presence.
Overture will become a wholly-owned subsidiary of Yahoo!, and its operations
will remain in Pasadena following completion of the acquisition. Ted Meisel
will continue to head up Overture's operations and report to Dan Rosensweig,
Yahoo!'s chief operating officer. The transaction is subject to customary
closing conditions, including regulatory approval and the approval of
Overture's stockholders. It is expected the transaction will be completed
by the fourth quarter of 2003.
"We are excited about the opportunities the combined companies create
to enhance our ability to drive long-term free cash flow to our stockholders,"
said Susan Decker, chief financial officer, Yahoo! Inc. "Together,
we believe we can gain a larger share of the rapidly growing advertising
segment while also generating increased returns for Yahoo!'s advertisers
As part of its commitment to be the leader in search, Yahoo! recently
acquired Inktomi Corp., a pioneer in algorithmic Web search technology.
With this acquisition, Yahoo! will own all the critical components of
a comprehensive search offering.
Yahoo! will hold a conference call for financial analysts on Monday,
July 14, 2003 at 6:30am PT / 9:30am ET to discuss the proposed transaction.
The telephone number in the United States is 866-868-1109. International
callers should telephone + 1-847-413-2404. There is no pass code needed
for this call. The call will also be webcast at: http://webevents.broadcast.com/yahoo/071403/.
A telephone and webcast replay will be available at 7:30am PT / 10:30am
ET. The dial in number for the telephone replay is: 877-213-9653 or 630-652-3041,
pass code 7459026. The telephone replay will be available for 48 hours.
Yahoo! Inc. is a leading provider of comprehensive online products and
services to consumers and businesses worldwide and is the No. 1 Internet
brand globally. Headquartered in Sunnyvale, Calif., Yahoo!'s global network
includes 25 World properties and is available in 13 languages.
Overture is a global leader in commercial search services on the Internet,
providing new and more powerful ways for businesses and customers to connect
online. Overture pioneered commercial search by aligning the interests
of consumers, its 88,000 active, paying advertisers and its distribution
partners, including Yahoo!, MSN and CNN. The company offers a full suite
of Internet search products and search-related services. In addition,
the company operates the AltaVista.com and AlltheWeb.com Web sites. Founded
in 1997, Overture is based in Pasadena, Calif., with U.S. offices in New
York, Chicago, San Francisco and Palo Alto, Calif. The headquarters for
Overture's non-U.S. business is in Ireland, with offices in the United
Kingdom, Germany, France, Italy, Norway, Japan and South Korea. The company
employs more than 1,000 people worldwide. For more information, visit
the company's Web site at www.Overture.com.
Additional Information About the Merger and Where to Find It.
Yahoo! and Overture intend to file with the SEC a prospectus/proxy statement
and other relevant materials in connection with the proposed acquisition
(the "Merger") of Overture by Yahoo! pursuant to the terms of
an Agreement and Plan of Merger by and among Yahoo!, July 2003 Merger
Corp., a wholly-owned subsidiary of Yahoo!, and Overture. The prospectus/proxy
statement will be mailed to the stockholders of Overture. Investors and
security holders of Overture are urged to read the prospectus/proxy statement
and the other relevant materials when they become available because they
will contain important information about Yahoo!, Overture and the proposed
merger. The prospectus/proxy statement and other relevant materials (when
they become available), and any other documents filed by Yahoo! or Overture
with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC
by Yahoo! by contacting Yahoo! Investor Relations, 701 First Avenue, Sunnyvale,
California 94089, 408-349-3300. Investors and security holders may obtain free
copies of the documents filed with the SEC by Overture by contacting Overture Investor Relations,
74 North Pasadena Avenue, Pasadena, California 91103, 888-811-4686. Investors
and security holders of Overture are urged to read the prospectus/proxy
statement and the other relevant materials when they become available
before making any voting or investment decision with respect to the proposed
Yahoo!, Terry Semel, Yahoo!'s Chairman and Chief Executive Officer, and
certain of Yahoo!'s other executive officers may be deemed to be participants
in the solicitation of proxies of Overture stockholders in connection
with the proposed merger. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of
Mr. Semel and certain of Yahoo!'s other executive officers in the solicitation
by reading the prospectus/proxy statement when it becomes available.
Overture, Ted Meisel, Overture's Chief Executive Officer and President,
and Overture's other directors and executive officers may be deemed to
be participants in the solicitation of proxies of Overture stockholders
in connection with the proposed merger. Such individuals may have interests
in the proposed merger, including as a result of holding options or shares
of Overture common stock. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of
Mr. Meisel and Overture's other directors and executive officers in the
solicitation by reading the prospectus/proxy statement when it becomes
This press release and its attachments contain forward-looking statements
that involve risks and uncertainties concerning Yahoo!'s proposed acquisition
of Overture Inc., Yahoo!'s expected financial performance (including without
limitation as described in the quotations from management in this press
release), as well as Yahoo!'s strategic and operational plans. Actual
events or results may differ materially from those described in this press
release due to a number of risks and uncertainties. The potential risks
and uncertainties include, among others, the possibility that the transaction
will not close or that the closing may be delayed; the reaction of customers
of Yahoo! and Overture to the transaction; Yahoo!'s ability to successfully
integrate Overture's operations and employees; and general economic conditions.
More information about potential factors that could affect Yahoo!'s business
and financial results is included in the Company's Annual Report on Form
10-K for the fiscal year ended Dec. 31, 2002 and Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2003, including (without
limitation) under the captions, "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
which are on file with the Securities and Exchange Commission (the "SEC")
and available at the SEC's website at www.sec.gov, and will be included
in Yahoo!'s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2003, which will be filed with the SEC in the near future. For
more information and additional risk factors regarding Overture generally
see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained in Overture's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission for the
quarter ended March 31, 2003 and in other reports filed by Overture with
the Securities and Exchange Commission.
Joanna Stevens, 408-349-7855 (Media Relations)
Brian Nelson, 408-349-7329 (Media Relations)
Paul Hollerbach, 408-349-3578 (Investor Relations)
Cathy La Rocca, 408-349-5188 (Investor Relations)
Fleishman Hillard PR
Ruben Osorio, 415-348-2617 (Yahoo! Media Relations)
Overture Services, Inc.
Jennifer Stephens, 626-685-6110 (Media Relations)
Al Duncan, 626-685-5714 (Media Relations)
Laurie Berman, 626-229-5368 (Investor Relations)