Investments

ValueClick Completes Acquisition of Pricerunner

Company Updates 2004 Guidance to Reflect Acquisition

Bank Of America Investment WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Aug. 10, 2004--ValueClick, Inc. (Nasdaq:VCLK), the single-source provider of media, technology and services across all major interactive marketing channels, today announced it has completed its acquisition of privately-held Pricerunner AB, a leading provider of online comparison shopping services in Europe.
Originally announced on August 3, 2004, the Pricerunner acquisition expands ValueClick's suite of performance-based online marketing solutions into the high-growth area of comparison shopping - the most commerce-oriented form of search. Pricerunner currently operates leading comparison shopping sites in the United Kingdom and Sweden, and plans to expand in France and Germany during 2004. Pricerunner generates the majority of its revenue through a lead-based model, where a retailer pays Pricerunner on a cost-per-click basis for online consumers that Pricerunner delivers to the retailer's Website.

Updated Guidance The following statements are based on current expectations. looking, and actual results may differ materially. These statements do not include the potential impact of any mergers, acquisitions or other business combinations that may be completed after the date of this release. Based on the closing of the Pricerunner acquisition, ValueClick is updating its financial guidance for third quarter and fiscal year 2004.

Investment Opportunity Under the terms of the agreement, ValueClick has acquired all outstanding equity interests in Pricerunner for a purchase price of approximately $29.0 million, subject to a final working capital adjustment, including cash and approximately 263,000 shares of ValueClick common stock issued to three management shareholders of Pricerunner. In the transaction, ValueClick has agreed to provide additional cash and stock consideration totaling up to $6.0 million, contingent upon Pricerunner exceeding certain performance milestones.

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Banc Of America Investment Based on unaudited financial statements, for the six-month period ending April 30, 2004, Pricerunner generated revenue of approximately $3.6 million, and EBITDA(a) of approximately $0.8 million. As of April 30, 2004, Pricerunner had reserve cash of approximately $2.5 million. Pricerunner was represented by Eagle One Capital Limited in this transaction.

(MTC) acquired Fastlink in what was considered the largest single acquisition in the Middle East area, and the largest private sector investment in Jordan.

Banking Investment Updated Guidance

R1 there are no fluctuations in the value of the investment, except the usual risk; R2 slight fluctuations in the value of the investment (up to 10% annually, but higher fluctuations are possible); R3 average level of fluctuations in the value of the investment (over 10% annually, where in some cases the complete loss of the invested capital is possible); R4 Speculative investment, which may lead to the complete loss of the invested capital, because the client strives to take advantage of the high profit potential;

Investment Solution Strategic The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. These statements do not include the potential impact of any mergers, acquisitions or other business combinations that may be completed after the date of this release.

ValueClick (including Commission Junction) will have a presence at the a4uexpo to demonstrate our market leading services, technology, and sector specific expertise. Our stand will be a learning hub which will facilitate interactivity amongst the audience and increase the awareness of what we do. There will be opportunities to network, discuss the industry and its issues with Commission Junction and ValueClick staff, plus we will be running a series of affiliate marketing clinics. Also see above.

Investment Banking Services Based on the closing of the Pricerunner acquisition, ValueClick is updating its financial guidance for third quarter and fiscal year 2004.

Bank Investment For the third quarter of 2004, ValueClick anticipates:

Alternative Investment -- Total revenue of approximately $37.0 million to $39.0 million, an increase from prior guidance of $36.0 million to $37.0 million;

Online Investment Services -- Diluted net income per share of $0.06 -- which includes the effects of additional amortization of intangible assets associated with the Pricerunner transaction -- in line with prior guidance of $0.06; and

Accompany Essential Investment -- EBITDA in the range of $8.0 million to $9.0 million, in line with prior guidance.

Investment Company For fiscal year 2004, ValueClick anticipates:

Investment Management Solution -- Total revenue of approximately $150 million to $154 million, an increase from prior guidance of approximately $147 million to $150 million;

Investment Management Services -- Excluding the $8.0 million one-time gain associated with the March 2004 sale of ValueClick Japan, diluted net income per share of approximately $0.26 to $0.29 -- which includes the effects of additional amortization of intangible assets associated with the Pricerunner transaction -- in line with prior guidance;

Guide Investment Stock -- Excluding the previously mentioned one-time gain, EBITDA of approximately $38 million to $41 million, an increase from prior guidance of approximately $38 million to $40 million; and

Investment Manual Solution -- Fully diluted shares of approximately 85 million.

Investment Stock Additionally, ValueClick anticipates that Pricerunner could contribute up to $20 million in revenue and generate an EBITDA margin of approximately 30 percent in 2005.

Essential Investment Solution About ValueClick

Citicorp Investment Services ValueClick, Inc. (Nasdaq:VCLK) is the single-source provider of media, technology and related services that enable advertisers, agencies and publishers to reach consumers in all major online marketing channels, through our three business units:

Fool Guide Investment Motley -- ValueClick Media (http://media.valueclick.com) provides a wide range of online marketing solutions -- including Web Marketing, Email Marketing, Lead Generation Marketing, and Search Marketing -- to create awareness, build brands, deliver targeted visitors, generate leads, drive sales, and grow customer relationships.

Fidelity Investment Services -- Commission Junction (www.cj.com) provides advanced performance marketing solutions that help marketers increase online leads and sales. By facilitating strategic relationships between advertisers and publishers, Commission Junction leverages its proven expertise in affiliate marketing and search marketing to drive measurable results for its clients.

Investment Management -- Mediaplex (www.mediaplex.com) provides technology and services that help advertisers, agencies and Web site publishers manage their online advertising and permission-based email campaigns. In addition, the AdWare Systems subsidiary (www.adwaresystems.com) provides software and services that help advertising agencies and other companies operate their businesses more efficiently, through effective agency management, media management, and content management solutions.

Francisco Investment San For more information, please visit www.valueclick.com.

Mellon Investment Services This release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, trends in online advertising spending and estimates of future online performance-based advertising. Actual results may differ materially from the results predicted, and reported results should not be considered an indication of future performance. Important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed under "Risk Factors" and elsewhere in filings with the Securities and Exchange Commission made from time to time by ValueClick, including its Annual Report on Form 10-K filed on March 15, 2004, recent quarterly reports on Form 10-Q and current reports on Form 8-K. Other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, the risk that market demand for online advertising, and performance-based online advertising in particular, will not grow as rapidly as predicted. ValueClick undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Finance Investment (a)Earnings before interest, taxes, depreciation and amortization ("EBITDA") included in this press release is a non-GAAP financial measure, which represents net income excluding the effects of interest, income taxes, depreciation, and amortization. EBITDA, as defined above, may not be similar to EBITDA measures used by other companies and is not a measurement under generally accepted accounting principles.

Investment Manual Science We believe that EBITDA provides useful information to investors about the Company's performance because it eliminates the effects of period to period changes in costs associated with capital investments and income from interest on our cash and marketable securities that are not directly attributable to the underlying performance of the Company's business operations. Management uses EBITDA in evaluating the overall performance of the Company's business operations.

Investment Advisory Services Contacts

Advice Investment
ValueClick, Inc.
Gary J. Fuges, 818-575-4677

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