Peter Kafka

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Yahoo Buys Ad Network Interclick for $270 Million

Ross Levinsohn

Aha! A Yahoo rumor that is actually true: The portal is buying ad network Interclick for $270 million.

The all-cash deal values each Interclick share at $9, or about 21 percent higher than the $7.4 per share that the New York-based company closed at yesterday. It’s supposed to close “by early 2012.”

Ad tech sources have been buzzing about a big Yahoo M&A play for many months, and several folks have pointed to Interclick as a logical candidate.

You can try to parse the explanation of the deal in the release below, but I’ll try to sum it up here:

Among Yahoo’s many problems is that its once-great sales organization is broken. Yahoo Americas boss Ross Levinsohn believes he can fix it with a combination of new talent and technology, as well as a strength-in-numbers plan he has tried to cobble together with Microsoft and AOL. Interclick fits into this plan because Yahoo intends to use the company’s tech and relationships to help it sell more of the remnant inventory that it currently hands over to ad networks.

It’s also worth pointing out the obvious here — that even as Yahoo’s endless sale-or-maybe-not-who-knows process grinds along, the company still has to keep operating. This isn’t a game-changer for Yahoo, and at less than 2 percent of its market cap, something bigger than a tuck-in, but still pretty small. But whoever does end up with Yahoo will want an ad business that’s not spiraling into a hole, so if this helps Levinsohn pull that off, it will be money well-spent.

SUNNYVALE, Calif. & NEW YORK–(BUSINESS WIRE)– Yahoo! Inc. (NASDAQ:YHOO – News), the premier digital media company, and interclick, inc. (NASDAQ:ICLK – News) today announced a definitive agreement for Yahoo! to acquire interclick. interclick’s proprietary advertising and technology solutions enable it to dramatically improve data targeted solutions and optimized returns for advertisers across a variety of pooled premium supply sources. interclick has built the industry’s leading data valuation platform optimized to work with large data volumes across multiple providers and marketplaces. With interclick, Yahoo! will acquire unique data targeting capabilities, optimization technologies and new premium supply, as well as a team experienced in selling audiences across disparate sources of pooled supply.

“This investment underscores our focus on enhancing the performance of both our guaranteed and non-guaranteed display business across Yahoo and our partner sites and, combined with Yahoo!’s reach and advertising leadership, will deliver a powerful solution for marketers,” said Ross Levinsohn, EVP, Americas region. “interclick’s innovative platform will allow Yahoo! to expand its targeting and data capabilities to deliver campaigns with stronger performance metrics.”

interclick helps marketers navigate the complex data online ecosystem with tools such as Open Segment Manager (OSM) and its Genome Platform. These solutions were built to address the fundamental challenges of audience targeting by enabling a more holistic understanding of consumers through its deep integrations with leading data providers.

“Having worked closely with Yahoo! for the past few years, we have a deep appreciation of the quality of the inventory that Yahoo! brings to market. The combination of Yahoo!’s premium data and inventory with our platforms will create tremendous value for clients,” said Michael Katz, founder and CEO of interclick. “I would personally like to thank our team, our clients and our Board who helped to make interclick the success it has become.”

“We believe that this is a great outcome for our shareholders,” said Michael Brauser, interclick Co-Chairman of the Board. “Michael Katz and his team have done a tremendous job over the past few years and I’m proud to have helped make this outcome a reality.”

Tender Offer

Under the terms of the agreement, Yahoo! will commence an all cash tender offer for all outstanding shares of common stock of interclick at $9.00 per share. The transaction has an estimated total equity value of approximately $270 million.

The transaction was unanimously approved by the interclick Board of Directors and all interclick directors and executive officers have entered into agreements with Yahoo! to support the transaction and to tender their shares in the offer.

The companies expect the tender offer to close by early 2012. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares which is at least a majority of the total number of outstanding interclick common shares (determined on a fully diluted basis), the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other conditions set forth in the agreement. The agreement also provides for a merger to be completed following the tender offer which would result in all shares not tendered being converted into the right to receive $9.00 in cash.

GCA Savvian Advisors, LLC acted as the lead financial advisor to interclick in connection with the transaction.

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