SUNNYVALE, Calif. & PASADENA, Calif.--(BUSINESS WIRE)--Oct. 7, 2003--Yahoo!
Inc. (Nasdaq:YHOO), a leading global Internet company, and Overture Services
Inc. (Nasdaq:OVER), a global leader in commercial search services on the
Internet, today announced the completion of Yahoo!'s acquisition of Overture.
As a result of the merger, Overture is now a wholly-owned subsidiary of
"We are excited to combine the two companies to build the largest
position in the rapidly growing Internet advertising market," said
Terry Semel, chairman and chief executive officer, Yahoo! Inc. "We
believe the combined companies will provide the most diverse set of integrated
marketing solutions on the Web for small and large businesses, as well
as extend our advertising capabilities across the Yahoo! network and around
Overture is the leading provider of commercial search with more than
100,000 advertisers globally. Overture's assets also include an extensive
affiliate distribution network that both Yahoo! and Overture are dedicated
to maintaining and enhancing. In addition, Overture has built a world-class
technology infrastructure in commercial and Web search, as well as an
extensive intellectual property portfolio.
The combination also furthers Yahoo!'s objective of becoming the leading
end-to-end integrated search provider, combining assets capable of generating,
distributing and monetizing search results. The two companies anticipate
that they will be able to expand marketing opportunities on the Yahoo!
network through the expansion of commercial search into vertical properties
such as shopping, travel and yellow pages and integrating contextual advertising
throughout Yahoo!'s network. In addition, Yahoo! will be able to leverage
Overture's efficient, scalable marketplace by offering Overture's large
base of advertisers additional Yahoo! services, and by expanding their
combined products internationally.
"Through this combination, we believe Overture will be better positioned
to deliver superior results to our users, marketers and distribution partners,
and ultimately drive greater value for the combined companies and our
shareholders," said Ted Meisel, president, Overture Services. "Overture
pioneered commercial search, and we believe this is the right step to
help us fully take advantage of the huge upside potential in the commercial
Overture's operations will remain in Pasadena following completion of
the acquisition. Ted Meisel will continue to lead Overture's operations
and will report to Dan Rosensweig, Yahoo!'s chief operating officer.
"The acquisition provides Yahoo! with outstanding and complementary
personnel and technology to help Yahoo! become the most essential provider
of Internet services for consumers and businesses," said Rosensweig.
"We have undertaken an extensive integration planning process covering
an array of functions and business units, resulting in a comprehensive
integration plan that we intend to begin executing against immediately."
As a result of the merger, which was completed on October 7, 2003, each
outstanding share of Overture common stock (other than shares for which
appraisal rights are sought under Delaware law) has been converted into
the right to receive 0.6108 of a share of Yahoo! common stock and $4.75
Yahoo! Inc. is a leading provider of comprehensive online products and
services to consumers and businesses worldwide. Yahoo! is the No. 1 Internet
brand globally and the most trafficked Internet destination worldwide.
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 more than 100,000 active, paying advertisers; and its
distribution partners, including Yahoo!, MSN, Lycos, 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, with U.S. offices
in New York; Chicago; and Palo Alto, Calif. The headquarters for Overture's
non-U.S. business is in Ireland, with offices across Europe, Asia, and
Australia. On July 14, 2003, Yahoo! (Nasdaq:YHOO - News) and Overture
signed a definitive agreement for Yahoo! to acquire Overture subject to
certain conditions. For more information about Overture, visit www.overture.com.
This press release contains forward-looking statements within the meaning
of the federal securities laws. These forward-looking statements include
without limitation statements regarding the acquisition of Overture by
Yahoo!. These statements are subject to risks and uncertainties that could
cause actual results and events to differ materially. These risks and
uncertainties include, among others: the risk that the benefits of Overture's
acquisition by Yahoo! will not be achieved or will take longer than expected
and other risks related to the integration of Overture. 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 quarterly report on Form 10-Q filed with the Securities
and Exchange Commission for the period ended June 30, 2003 and "Risk
Factors" in Yahoo's quarterly report on Form 10-Q filed with the
Securities and Exchange Commission ("SEC) for the period ended June
30, 2003 and "Risk Factors" in the proxy statement/prospectus
of Overture and Yahoo! dated September 3, 2003 relating to the acquisition.
Yahoo! and Overture undertake no obligation to update forward-looking
statements to reflect events or circumstances occurring after the date
of this press release.
Additional Information About the Merger and Where to Find It
Yahoo! and Overture have filed with the SEC a prospectus/proxy statement
and other relevant materials in connection with the 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 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 merger.
Yahoo! and the Yahoo! logo are registered trademarks of Yahoo! Inc.
All other names are trademarks and/or registered trademarks of their
Joanna Stevens, 408-349-7855 (Media)
Cathy La Rocca, 408-349-5188 (Investor)
Overture Services, Inc.
Jennifer Stephens, 626-685-6110 (Media)
Laurie Berman, 626-229-5368 (Investor)