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Sunnyvale, CA & Pasadena, CA -- July 14, 2003 -- 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,"
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.
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.
About Yahoo!
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.
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