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  1. #1
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    http://biz.yahoo.com/rf/020311/n11360707_2.html
    [img]/infopop/emoticons/icon_biggrin.gif[/img]

  2. #2
    2005 Linkshare Golden Link Award Winner  ecomcity's Avatar
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    ValueClick and Be Free to Merge
    Merger Will Create Diversified Digital Marketing Powerhouse
    WESTLAKE VILLAGE, Calif. & MARLBOROUGH, Mass.--(BUSINESS WIRE)--March 11, 2002--ValueClick, Inc. (Nasdaq: VCLK - news), a leading provider of traditional and interactive marketing solutions, and Be Free, Inc. (Nasdaq: BFRE - news), a prominent provider of performance-based marketing technology and services, today announced that they have entered into a definitive merger agreement. The combined company will be named ValueClick, Inc., and will have worldwide headquarters in Westlake Village, California.

    The merger agreement, which has been approved by the board of directors of both companies, provides that each share of Be Free common stock will be converted into the right to receive 0.65882 shares of ValueClick common stock. The merger, anticipated to close by the end of the second quarter of 2002, is subject to approval by the stockholders of ValueClick and Be Free, regulatory approval and other customary closing conditions.

    In the merger, ValueClick will issue approximately 43.4 million shares of its common stock for all the outstanding common stock of Be Free. When the merger is completed, Be Free's stockholders will own approximately 45% of the combined company's outstanding shares.

    A Diversified Digital Marketing Powerhouse

    The merger will bring together ValueClick's and Be Free's broad array of online and offline technology and media services, which now encompass real-time third-party and publisher ad serving, CPM, CPC and CPA advertising, agency management software, affiliate marketing products and services, custom media solutions, customer retention and customer acquisition e-mail technology and services, and personalized recommendation technology.

    By uniting the people and resources of ValueClick and Be Free, the combined company will create a world-class organization. It will have a worldwide sales force with domestic offices throughout the United States and international offices in Canada, the United Kingdom, Germany, France and Japan. With its collective operational and research and development expertise, the company will have the infrastructure and resources to develop additional products and build market share.

    ValueClick has acquired five companies in the past two years, most recently Mediaplex, best known for its MOJO ad serving and eCRM technology, and AdWare Systems, a leading provider of agency management software. The successful integration of ValueClick and Be Free is expected to reap additional cost synergies in the media and technology arena.

    Financial Strength of the Combined Company

    Upon closing of the merger, management believes that the combined company will have the financial strength of over $270 million in cash and interest-yielding securities and annual revenue potential of $83 million, in line with ValueClick's previously announced 2002 revenue guidance of $60 million and Be Free's previously announced 2002 revenue guidance of $23 million. Through cost efficiencies and operational synergies, management anticipates that the combined company will reach breakeven before non-cash and non-recurring charges in the fourth quarter of 2002, and that by the middle of 2003 savings from cost reduction activities will exceed $6 million on an annualized basis.

    Who said BeFree wasn't just an Ad server technology with reporting hooks.

  3. #3
    2005 Linkshare Golden Link Award Winner  ecomcity's Avatar
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    CEO changes .."At the close of the deal, Be Free would become a wholly owned unit of ValueClick, and James Zarley would continue as chairman and chief executive of the combined company..."

    Maybe a breath of fresh air at Reporting.net

  4. #4
    2005 Linkshare Golden Link Award Winner  ecomcity's Avatar
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    How will the merger turn out? If the www.valueclick.com site is an indicator then the results will lead to Pud's Hall of fame. No major company has ever overcome the terminal plague brought on by a FLASH intro and web site. If this remains then the combined pool of monies will not save them from the FLASH curse.

  5. #5
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    Jenn, what's the BeFree spin on this? It appears to me Gordon is selling out for pennies on the dollar. As a stockholder, my vote will be a great big "NO".

  6. #6
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    This is one of the topics that I can't really delve into too deeply, per SEC regulations. This is a hard one to answer without making forward looking statements.

    I can tell you that the Board of Directors, Be Free management and the company on a whole is behind the merger.

    As stated in the press release, the combined company will hopefully be better positioned in both the financial markets, and in selling a combined suite of marketing services to a broader customer-base.

    -- Jenn


    quote:
    Originally posted by Whiznot:
    Jenn, what's the BeFree spin on this? It appears to me Gordon is selling out for pennies on the dollar. As a stockholder, my vote will be a great big "NO".

  7. #7
    2005 Linkshare Golden Link Award Winner  ecomcity's Avatar
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    When that broader "customer base" starts to include webmaster type affiliates not portals then more revenue will flow through your network.

  8. #8
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    Mike, Just the fact that many OnResponse affiliates are being migrated to ValueClick says it all doesn't it?

  9. #9
    2005 Linkshare Golden Link Award Winner  ecomcity's Avatar
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    Affiliates had NO CHOICE in this migration matter..
    "ValueClick Acquires onResponse.com, a Leading Online Affiliate Advertising Firm WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Nov. 21, 2000--

    Acquisition of Profitable Affiliate Advertising Firm Extends ValueClick's Pay-for-Results Advertising Leadership

    November 20, 2000 - Westlake Village, California - ValueClick, Inc. (Nasdaq: VCLK), the world's leading provider of performance-based online advertising solutions, today announced that it has acquired onResponse.com, a leading online affiliate advertising firm. onResponse.com conducts customized cost-per-lead and cost-per-acquisition campaigns on behalf of advertising and direct marketing clients, while also providing new revenue-generating opportunities to over 8,000 website publishers.

    This announcement marks the fifth major accomplishment by ValueClick in the past eight weeks, building on the momentum of the other recent announcements, including the introduction of opt-in e-mail marketing services; the introduction of the world's first performance-based wireless advertising network; improved tracking, analysis, reporting and accountability for advertising and publishing clients through its acquisition of StraightUp!; and the expansion of performance-based banner advertising options through its agreement to acquire ClickAgents.com, Inc.

    "By acquiring another profitable, like-minded company, ValueClick is reinforcing its worldwide leadership in pay-for-results online advertising, the fastest growing segment of the online advertising industry," said Jim Zarley, chairman and CEO of ValueClick. "The combination of onResponse's cost-per-acquisition model with ValueClick's breadth and scalability offers online marketers a very reliable and cost-effective way of growing their businesses. Offering performance-based affiliate marketing solutions was a critical component of our strategic plan, and onResponse was a natural choice for us, given their proven track record of success."

    Under the terms of the agreement, ValueClick is paying $800,000 and issuing 750,000 shares of its Common Stock in exchange for all shares of onResponse.com. ValueClick has also agreed to an earn-out payable in ValueClick stock, based on the revenue and earnings performance of onResponse.com during 2001 and 2002, with a maximum payment of $16.6 million in stock and a minimum payment of zero. The deal will be immediately accretive"

  10. #10
    2005 Linkshare Golden Link Award Winner  ecomcity's Avatar
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    When will BeFree/Valueclick ever learn that their #1 job is to get checks out to affiliates in a timely manner. Some of my merchants there authorize vouchers and send in payments to BF at the start of the month. Now 18 days later the merchants like TigerDirect still show "waiting funds" when they sent in payment weeks ago. This goes on month in month out with BeFree sitting on the money. Other merchants who even adopt quarterly payments choose to voucher 30 days AFTER the quarter end and delay sending payments for another 30 days increasing their payment cycle to once in every 5 months.

    Consolidate MONTHLY payments -eliminate merchants that don't close sales better than 1 in every 400 clicks and stop supporting scumware "super affiliates". Then monitor your network wide sales stats to catch those merchants who show no sales activity for extended periods of time.

    Wonder if the insider stock holders were able to cash in on the merger bubble?
    "Insider & restricted shareholder transactions reported over the last year
    Date Who Shares
    Stock Transaction ADVERTISEMENT


    21-Feb-02 ROTHHAAR, RICHARD
    Director 20,000
    BFRE Proposed Sale (Form 144).
    Estimated proceeds of $34,000.
    19-Feb-02 HOFFSTEIN, GORDON B
    Officer 100,000
    BFRE Proposed Sale (Form 144).
    Estimated proceeds of $160,000.
    19-Feb-02 HEAVEY, W BLAIR
    Director 22,800
    BFRE Proposed Sale (Form 144).
    Estimated proceeds of $36,480.
    19-Feb-02 GERACE, SAMUEL P JR
    Officer 80,000
    BFRE Proposed Sale (Form 144).
    Estimated proceeds of $128,000.
    19-Feb-02 JOSEPH, STEPHEN M
    Officer 26,850
    BFRE Proposed Sale (Form 144).
    Estimated proceeds of $42,960."

    These guys all knew about this well before announcement date!


    [ 03-18-2002: Message edited by: EcomCity.com ]

    [ 03-18-2002: Message edited by: EcomCity.com ]

  11. #11
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    E-mailed from affiliate[programsthat suck.com
    "Advertising.com dropped its referral program as of March 31, 2002. This type of action always results in a lot of casualties since there were affiliates out there who were relying on their "lifetime referral commissions". It's amazing how these "lifetime referral commissions" can seemingly be turned off with the simple flip of a switch. Makes you wonder if some companies decide to offer these commissions to entice affiliates to join then as soon as times get tough or the company simply no longer feels like paying they write a quick email to everyone stating sorry but the honeymoon is over. Definitely falls into the category of affiliate screws.

    Similarly OnResponse who was bought out by ValueClick in late 2000 is scheduled to finish its migration over to ValueClick this month. Since ValueClick doesn't offer referral commissions let's just say another one bites the dust. Can't you just visualize ValueClick's executives sitting around the table deciding just how much it will cost to absorb OnResponse deciding in the time it takes to choose where to go to lunch to cancel all the "lifetime referral commissions" to OnResponse's affiliates?

    Visit http://onresponse.com/onR_Referral_Program.asp where OnResponse still boasts about their referral program. What a sad joke. Another affiliate screw.

    While we are on the topic of ValueClick executives ValueClick just hired away Andrew Jacobson who used to be a Senior VP at DoubleClick. Jacobson is going to take over as Vice President of Eastern Sales for ValueClick Media. To read more on that story go to: http://biz.yahoo.com/bw/020402/20123_1.html

    Finally in the last couple of months it would seem that ReveNews has begun to allow certain companies to self promote on its site. The latest "Guest Editorial" praises AffiliateForce2002 an annual affiliate conference/cruise which boasts "guidance on how to orchestrate a successful Internet commerce strategy".

    Herby Olschewski the owner and CEO of the website AffiliateForce which hosts these cruises also co-owns an affiliate program named http://www.cruisesweeps.com. It just so happens that cruisesweeps has fallen badly behind in its payments to tens of thousand of affiliates. The last time I checked there were 98 posts. It takes awhile to get to the juicy stuff but it is well worth the read. The affiliates are really harsh but lets face it they are owed money. For fun count the number of excuses/threats/sob stories that Olschewski gives and the number of times he doesn't answer the question that he is being asked. OUCH!!!
    http://www.revenews.com/archives/00000173.html

    Talk to everyone later!

    David

  12. #12
    2005 Linkshare Golden Link Award Winner  ecomcity's Avatar
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    I think that ValueClick is currently trying to hire someone who can read and write in English. Not one peep out of them anywhere.

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