Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - CONVERSANT, INC. | a2011q208kexhibit991.htm |
| EX-99.2 - EXHIBIT 99.2 - CONVERSANT, INC. | a2011q208kexhibit992.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | August 1, 2011 | |
ValueClick, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 000-30135 | 77-0495335 | ||
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) | ||
30699 Russell Ranch Road, Suite 250, Westlake Village, California | 91362 | |||
________________________________ (Address of principal executive offices) | ___________ (Zip Code) | |||
Registrant's telephone number, including area code: | 818-575-4500 | |||
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On August 1, 2011, ValueClick, Inc. (the “Company” or “ValueClick”) entered into an Agreement and Plan of Merger by and among the Company, Dragon Subsidiary Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, Viper Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Dotomi, Inc., a Delaware corporation (“Dotomi”), and the equityholder agent named therein (the “Merger Agreement”).
Under the terms of the Merger Agreement, Dragon Subsidiary Corp. will merge with and into Dotomi, and immediately thereafter, Dotomi, as the surviving corporation will merge with and into Viper Subsidiary, LLC, with such subsidiary surviving as a wholly-owned subsidiary of ValueClick (the “Merger”).
Under the terms of the agreement, the Company will acquire all outstanding equity interests in Dotomi for a total up-front consideration of approximately $295 million, consisting of approximately 55 percent in cash and 45 percent in ValueClick common stock. In addition, the Company will assume certain Dotomi restricted stock and options which will vest over a period ranging from one to three years. Dotomi management will receive the majority of their consideration in ValueClick common stock, which will have a twelve-month lock-up, while the outside investor base will receive either cash or a combination of cash and ValueClick common stock. ValueClick anticipates receiving approximately $15 million in working capital from Dotomi at closing.
The Merger Agreement includes customary representations, warranties, covenants, and indemnities on the part of ValueClick and Dotomi. ValueClick anticipates that the acquisition will close near the end of August 2011, subject to customary closing conditions and regulatory approvals.
A copy of the press release announcing the planned acquisition of Dotomi is attached as Exhibit 99.2 hereto.
Item 2.02 Results of Operations and Financial Condition.
On August 2, 2011, ValueClick announced its financial results for the fiscal quarter ended June 30, 2011 and provided initial guidance for the fiscal quarter ending September 30, 2011. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Non-GAAP Financial Measures:
Net income from continuing operations before interest, income taxes, depreciation, amortization, and stock-based compensation expenses ("Adjusted-EBITDA"), a non-GAAP financial measure, is included in the attached press release at Exhibit 99.1. Adjusted-EBITDA, as defined above, may not be similar to Adjusted-EBITDA measures used by other companies and is not a measurement under generally accepted accounting principles ("GAAP"). Management believes that Adjusted-EBITDA provides useful information to investors about the Company's performance because it eliminates the effects of period-to-period changes in income from interest on the Company's cash and marketable securities and the costs associated with income tax expense, capital investments, and stock-based compensation expense which are not directly attributable to the underlying performance of the Company's business operations.
Non-GAAP diluted net income per common share, a non-GAAP financial measure defined as GAAP diluted net income from continuing operations per common share before the impact of stock-based compensation, amortization of intangibles, and other non-recurring events is also included in the attached press release at Exhibit 99.1. Non-GAAP diluted net income per common share, as defined above, may not be similar to non-GAAP diluted net income per common share measures used by other companies and is not a measurement under GAAP. Management believes that non-GAAP diluted net income per common share provides useful information to investors about the Company's performance because it eliminates the effects of items which are not directly attributable to the underlying performance of the Company's business operations.
Management uses Adjusted-EBITDA and Non-GAAP diluted net income per common share in evaluating the overall performance of the Company's business operations.
Though management finds Adjusted-EBITDA and Non-GAAP diluted net income per common share useful for evaluating aspects of the Company's business, its reliance on these measures are limited because excluded items often have a material effect on the Company's earnings and earnings per common share calculated in accordance with GAAP. Therefore, management uses Adjusted-EBITDA and Non-GAAP diluted net income per common share in conjunction with GAAP earnings and earnings per common share measures. The Company believes that Adjusted-EBITDA and Non-GAAP diluted net income per common share provide investors with additional tools for evaluating the Company's core performance, which management uses in its evaluation of the Company's overall performance, and a base line for assessing the future earnings potential of the Company. While the GAAP results are more complete, the Company prefers to allow investors to have these supplemental metric since, with a reconciliation to GAAP, it may provide greater insight into the Company's financial results.
The non-GAAP measures included in the press release at Exhibit 99.1 should be considered in addition to, not as a substitute for, or superior to, other measures of the Company's results of operations or financial position prepared in accordance with GAAP.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Q2 2011 Earnings Release dated August 2, 2011.
99.2 Press Release Announcing Acquisition of Dotomi, Inc. dated August 2, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ValueClick, Inc. | ||||
August 2, 2011 | By: | /s/ John Pitstick | ||
Name: John Pitstick | ||||
Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No. | Description | |
99.1 | Q2 2011 Earnings Release dated August 2, 2011. | |
99.2 | Press Release Announcing Acquistion of Dotomi, Inc. dated August 2, 2011. | |