DoubleClick Inc. Announces Agreement to Be Acquired by Hellman & Friedman LLC
April 25 2005 - 1:06AM
PR Newswire (US)
DoubleClick Inc. Announces Agreement to Be Acquired by Hellman
& Friedman LLC DoubleClick Shareholders to Receive $8.50 per
Share; Transaction Valued at $1.1 Billion NEW YORK, and SAN
FRANCISCO, April 25 /PRNewswire-FirstCall/ -- DoubleClick Inc.
(NASDAQ:DCLK), the leading provider of data and technology
solutions for marketers, advertising agencies and web publishers,
announced today that it has signed a definitive agreement to be
acquired by Hellman & Friedman LLC, a San Francisco-based
private equity firm. The transaction is expected to be completed in
the third quarter. Under the terms of the agreement, DoubleClick
stockholders will receive $8.50 in cash for each share of
DoubleClick common stock, representing a 10.6% premium over the
average closing price of DoubleClick's stock for the last thirty
(30) trading days. The aggregate consideration to be paid to
DoubleClick stockholders is approximately $1.1 billion.
DoubleClick's existing Zero Coupon Subordinated Notes due 2023 in
the principal amount of $135 million will remain outstanding,
subject to the rights of the holders to require DoubleClick to
repurchase such notes at par following consummation of the
transaction. Investing alongside Hellman & Friedman will be JMI
Equity, a San Diego- based venture capital firm exclusively focused
on the software and business service industries. Hellman &
Friedman and JMI Equity have previously partnered together on a
number of software related investments, including Blackbaud Inc.
(BLKB), Mitchell International, Inc., and Vertafore, Inc. "This
transaction provides great value to our stockholders and
underscores the strength of our industry leading position and
DoubleClick's business model," said Kevin Ryan, Chief Executive
Officer, DoubleClick. "DoubleClick has two outstanding franchises
with strong presence in their marketplaces," said Philip
Hammarskjold, Managing Director of Hellman & Friedman LLC.
"They have powerful brand names, experienced management, and
dedicated and skilled employees. We look forward to partnering with
the DoubleClick team to help realize the Company's significant
opportunities for growth in both its online advertising and
marketing and data businesses." Management will remain committed to
working diligently to meet all customer needs. Following the
closing, Mr. Ryan will step down as CEO to pursue other
opportunities. At the closing, David Rosenblatt will continue to
oversee the TechSolutions division as its CEO, and Brian Rainey
will continue to lead the DataSolutions division as its CEO. A new
board of directors and chairman will be appointed post closing.
"This is a great outcome for our customers, shareholders and
employees," said David Rosenblatt, President, DoubleClick. "We are
very excited to work with Hellman & Friedman to continue to
invest in and develop our growing technology marketing services."
"This transaction will allow us to continue to be more focused on
providing industry-leading data marketing services to our
customers," said Brian Rainey, President and General Manager of
Data Solutions, DoubleClick. "We believe our customers and
employees will benefit from this new structure." The transaction
has been approved by DoubleClick's board of directors. The closing
of the transaction is subject to various conditions, including
approval by the stockholders of DoubleClick, the expiration of the
applicable waiting period under the Hart-Scott-Rodino Act, the
closing of debt financing arrangements set forth in a commitment
letter received by Hellman & Friedman, and other customary
closing conditions. A special meeting of DoubleClick's stockholders
will be scheduled as soon as practicable following the preparation
and filing of the proxy materials with the Securities and Exchange
Commission. Lazard acted as financial advisor to DoubleClick in
connection with the transaction. Wilmer Cutler Pickering Hale and
Dorr LLP acted as legal advisor to DoubleClick in connection with
the transaction. Bear Stearns acted as financial advisor and
Simpson Thacher & Bartlett LLP acted as legal advisor to
Hellman & Friedman and JMI Equity. DoubleClick will host a
conference call today, April 25, 2005 at 10:00 a.m. Eastern Time to
discuss the transaction. A live webcast of the call will be
accessible from http://ir.doubleclick.net/, and a replay of the
call will be archived on the website. About DoubleClick DoubleClick
is the leading provider of solutions for advertising agencies,
marketers, and web publishers to plan, execute, and analyze their
marketing programs. DoubleClick's marketing solutions (online
advertising, search engine marketing, affiliate marketing, email
marketing, database marketing, data management, and marketing
resource management) help clients yield the highest return on their
marketing dollar. In addition, the company's marketing analytics
tools help clients measure performance within and across channels.
DoubleClick Inc. has global headquarters in New York City and
maintains 22 offices around the world. For more information about
DoubleClick, visit http://www.doubleclick.net/. About Hellman &
Friedman LLC Hellman & Friedman LLC is a San Francisco-based
private equity investment firm with additional offices in New York
and London. Since its founding in 1984, the Firm has raised and
managed over $8 billion of committed capital and invested in
approximately 50 companies. The Firm's strategy is to invest in
superior business franchises and to be a value-added partner to
management in select industries, including media, software,
information services, financial services, energy, and professional
services. Hellman & Friedman is one of the few private equity
firms with a focused effort in marketing services and software
industries. Hellman & Friedman has invested in and helped build
outstanding companies in these sectors, such as Blackbaud, Inc.
(BLKB), Digitas, Inc. (DTAS), Mitchell International, Inc.,
Vertafore, Inc., and Young & Rubicam. For more information on
Hellman & Friedman, visit http://www.hf.com/. About JMI Equity
JMI Equity, based in San Diego and Baltimore, is a private equity
firm exclusively focused on investments in the software and
business services industries. Founded in 1992, JMI manages
approximately $400 million and has invested in 60 companies
throughout North America. JMI invests in growing businesses. The
Firm's focus is on providing the first institutional capital to
self-funded companies. JMI also invests in select recapitalization
and management buyout financings. Representative investments
include Unica Corporation, Eloqua Corporation, Blackbaud, Inc.
(BLKB), Mitchell International, Mission Critical Software, NEON
Systems, Inc. (NEON) and Transaction Systems Architects (TSAI). For
more information on JMI Equity, visit http://www.jmiequity.com/.
Note to Investors DoubleClick plans to file with the SEC and mail
to its stockholders a Proxy Statement in connection with the
transaction. The Proxy Statement will contain important information
about DoubleClick, the transaction and related matters. Investors
and security holders are urged to read the Proxy Statement
carefully when it is available. Investors and security holders will
be able to obtain free copies of the Proxy Statement (when
available) and other documents filed with the SEC by DoubleClick
through the web site maintained by the SEC at http://www.sec.gov/.
In addition, investors and security holders will be able to obtain
free copies of the Proxy Statement from DoubleClick by contacting
Investor Relations, DoubleClick, 111 Eighth Avenue, New York, NY,
10011, (212) 683-0001. DoubleClick and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger
agreement. Information regarding DoubleClick's directors and
executive officers is contained in DoubleClick's Form 10-K for the
year ended December 31, 2004 and its Proxy Statement dated April
26, 2004, which are filed with the SEC. As of March 31, 2005,
DoubleClick's directors and executive officers beneficially owned
approximately 15.9 million shares, or 12%, of DoubleClick's common
stock. Forward Looking Statements Statements in this release
regarding the proposed merger transaction, the expected effects,
timing and completion of the proposed transaction and any other
statements about DoubleClick's future expectations, beliefs, goals,
plans or prospects constitute forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Any statements that are not statements of historical fact
(including statements containing the words "believes," "plans,"
"anticipates," "expects, "estimates" and similar expressions)
should also be considered to be forward looking statements. There
are a number of important factors that could cause actual results
or events to differ materially from those indicated by such forward
looking statements, including: the ability to consummate the
proposed transaction due to the failure to obtain stockholder
approval, the failure of the buyer to consummate the necessary debt
financing arrangements set forth in a commitment letter received by
Hellman & Friedman or the failure to satisfy other conditions
to the closing of the proposed transaction, the ability to
recognize the benefits of the transaction, intense competition in
DoubleClick's industry, lack of growth or decline in online
advertising or marketing, changes in government regulation, failure
to manage the integration of acquired companies, failure to
successfully manage DoubleClick's international operations and
other risks that are contained in documents and the other factors
described in DoubleClick's Annual Report on Form 10-K for the year
ended December 31, 2004 filed with the SEC. In addition, any
forward-looking statements represent DoubleClick's estimates only
as of today and should not be relied upon as representing
DoubleClick's estimates as of any subsequent date. DoubleClick
disclaims any intention or obligation to update any forward looking
statements as a result of developments occurring after the date of
this release. DOUBLECLICK CONTACT: Jennifer Miller VP, Corporate
Communications, DoubleClick 212-381-5705 HELLMAN & FRIEDMAN
CONTACT: Melissa Ma, Hellman & Friedman LLC 415-788-5111; Steve
Bruce, Abernathy MacGregor Group 212-371-5999; DATASOURCE:
DoubleClick Inc. CONTACT: Jennifer Miller, VP, Corporate
Communications, DoubleClick, , +1-212-381-5705; or Melissa Ma,
Hellman & Friedman LLC, +1-415-788-5111, ; or Steve Bruce,
Abernathy MacGregor Group, +1-212-371-5999; Web site:
http://www.doubleclick.com/
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