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Acquisition
Positions Yahoo! as the Largest Global
Player in the Rapidly Growing Internet
Advertising Market
Combines
Leading Web and Commercial Search Services
With Internet's Largest Global Audience
SUNNYVALE,
Calif. & PASADENA, Calif.--(BUSINESS WIRE)--July
14, 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 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," said Semel.
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 network through:
- 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! Web Hosting.
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 and affilates."
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.
Conference
Call
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.
About
Yahoo!
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.
About
Overture
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 merger.
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 available.
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.
Contact:
Yahoo! Inc.
Joanna Stevens, 408-349-7855 (Media Relations)
joanna@yahoo-inc.com
Brian Nelson, 408-349-7329 (Media Relations)
bnelson@yahoo-inc.com
Paul Hollerbach, 408-349-3578 (Investor Relations)
paulh@yahoo-inc.com
Cathy La Rocca, 408-349-5188 (Investor Relations)
cathy@yahoo-inc.com
or
Fleishman Hillard PR
Ruben Osorio, 415-348-2617 (Yahoo! Media Relations)
osorior@fleishman.com
or
Overture Services, Inc.
Jennifer Stephens, 626-685-6110 (Media Relations)
jennifer.stephens@overture.com
Al Duncan, 626-685-5714 (Media Relations)
al@overture.com
Laurie Berman, 626-229-5368 (Investor Relations)
laurie.berman@overture.com
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