[BE FREE LOGO]
Filed by Be Free, Inc. pursuant to Rule 425
under the Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of the Securities
Exchange Act of 1934
Subject Company: Be Free, Inc.
Commission File No. 000-27271
VALUECLICK AND BE FREE MERGER
FREQUENTLY ASKED QUESTIONS
WHO IS VALUECLICK?
ValueClick (NASDAQ: VCLK) is a leading global provider of digital marketing
solutions for online advertisers and website publishers. Through a combination
of performance-based pricing, advanced targeting capabilities, rigorous network
quality control and an integrated product line (CPM, CPC, CPA, E-mail, and ad
serving) ValueClick provides marketers with a highly cost-effective method of
attracting targeted, high-quality customers. For website publishers of all
sizes, ValueClick offers the ability to create reliable new revenue
opportunities from their advertising inventory.
ValueClick's customers include Coca-Cola Company, Heineken N.V., Sara Lee
Corporation, GlaxoSmithKline, Citigroup, Inc., American Express Company, British
Airways, Hyatt Corporation, Michelin Group, Renault, CompuServe, iVillage,
Panasonic, Sprint and Verizon.
The company reported revenue of $44.9 million for the year ended December 31,
2001, and a pro forma net loss of $0.09 per share. With 370 employees,
ValueClick's headquarters are located in Westlake Village, CA. It has offices in
San Francisco, New York, Louisville, KY, the United Kingdom, Germany, France,
Canada and Japan.
WHY DID BE FREE CHOOSE TO MERGE WITH VALUECLICK?
. We believe that the merger of our two companies creates a diversified
digital marketing powerhouse.
. With a strong suite of digital marketing products and services, we create a
significant competitor to DoubleClick and have a greater presence for our
customers. We will be a leader in affiliate marketing, ad serving and media.
. The combined company will give us a greater scope of products, scale, and a
stronger financial position, which will enable us to more effectively
compete for acquisitions and continue to build products and services.
. The combined company will have a more diverse and international customer
base including customers that sell products and services online, offline
customers, publishers and ad agencies.
. We expect to save millions of dollars a year in expenses by merging the
companies. For instance, each company spends millions of dollars a year as
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a result of being a publicly held company.
WHERE WILL THE HEADQUARTERS BE LOCATED?
The worldwide headquarters will be located in Westlake Village, California. Be
Free will be a wholly owned subsidiary of ValueClick, and we plan to maintain
our Marlborough and Pittsburgh offices.
WHAT WILL THE MANAGEMENT TEAM LOOK LIKE?
Jim Zarley will be Chairman and CEO of ValueClick. Jim has been with ValueClick
since 1999. Prior to joining ValueClick, Jim was Chairman of Best Internet and
chief operating officer of Hiway Technologies, a web hosting company.
Sam Paisley, will be COO of ValueClick. He joined ValueClick in April 2000.
Previously he served as Executive Vice President at AutoMeta International and
served in several positions at KPMG Peat Marwick.
Gordon Hoffstein will serve on the Board of Directors of ValueClick.
Sam Gerace will serve on the Board of Directors of ValueClick and as Chief
Technology Officer of Be Free.
Blair Heavey will continue as Executive Vice President of Sales & Marketing of
Be Free.
Steve Pike will continue as Executive Vice President of Client Services of Be
Free.
HOW WILL THIS AFFECT OUR CUSTOMERS?
Be Free is strongly committed to maintaining anything that touches our
customers: clients services, education, affiliate services and sales. Therefore,
we expect that our customers will have the same point of contact that they have
today.
With more products and additional geographical locations, we expect that we will
be able to serve our customers better. We now can offer our customers a
marketing platform with a broad spectrum of digital marketing solutions
including: publisher and real-time ad serving, CPM, CPC, and CPA models;
affiliate marketing products and services; agency management software, customer
retention and customer acquisition e-mail technology and services, and
personalized recommendation services.
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HOW DOES THIS AFFECT MY JOB?
There will be little or no change in any Be Free associate's job until the
middle of June when we anticipate closing the deal.
We do anticipate that there will be consolidation at both companies. We will be
informing anyone who will be affected about a stay bonus and severance package
as soon as possible.
WILL WE HAVE THE SAME HR BENEFITS?
At some point we expect that we will rationalize benefits to provide the best
possible benefits for associates of the merged company. We do not expect that
any change will take place until 2003.
HOW DOES THIS AFFECT MY STOCK OPTIONS?
Stock options issued under Be Free's 1998 Incentive Stock Plan will still be
governed by that plan. However, you will receive ValueClick stock when you
exercise an option. Each Be Free option will be worth 0.65882 ValueClick
options. Your new exercise price will be calculated by dividing your old
exercise price by 0.65882.
The Be Free stock plan has a change in control provision that triggers a
12-month (25 percent) acceleration. The agreement also states that if you are
terminated for a reason other than cause within two years after the change in
control, 100 percent of your options vest.
Steve Joseph will directly contact those of you who have stock options issued
under TriVida's 1998 Equity Incentive Plan.
HOW DOES THIS AFFECT SHARES OF BE FREE STOCK THAT I OWN?
Every Be Free shareholder will receive 0.65882 shares of ValueClick common stock
for each share of Be Free common stock. At the time of the closing, ValueClick
will issue a total of approximately 43.4 million shares of its common stock for
all the outstanding common stock and equivalents of Be Free.
WHEN WILL THE MERGER BE FINALIZED?
The merger is expected to be finalized around the middle of June. The merger is
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subject to approval by shareholders of Be Free and ValueClick and to Hart Scott
Rodino Antitrust clearance.
WHAT IS VALUECLICK'S CULTURE?
The culture of ValueClick is very similar to the culture of Be Free. It is one
of providing a high level of customer service, fostering meritocracy, and
attracting and retaining world-class people.
SAFE HARBOR STATEMENT
Statements in this communication regarding the proposed transaction between
ValueClick and Be Free, the expected timetable for completing the transaction,
future financial and operating results, benefits and synergies of the
transaction, future opportunities for the combined company, and any other
statements about ValueClick and Be Free management'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 inability to consummate the
transaction, the inability of ValueClick to successfully integrate Be Free's
operations and employees, the inability to realize anticipated synergies and
cost savings, the inability to realize anticipated revenues and the other
factors described under the headings "Risk Factors" and "Risk Factors That May
Affect Results," respectively, in ValueClick's and Be Free's Quarterly Reports
on Form 10-Q for the quarter ended September 30, 2001, which descriptions are
incorporated by reference into this press release. ValueClick and Be Free
disclaim any intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this press release.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC. ValueClick plans to
file with the SEC a Registration Statement on Form S-4 in connection with the
transaction, and ValueClick and Be Free plan to file with the SEC and mail to
their respective stockholders a Joint Proxy Statement/Prospectus in connection
with the transaction. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about ValueClick, Be
Free, the transaction and related matters. Investors and security holders are
urged to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully when they are available.
ValueClick and Be Free, and their respective directors and executive officers,
may be soliciting proxies from ValueClick's or Be Free's stockholders in
connection with the transaction. A more complete description will be available
in the Registration Statement and the Joint Proxy Statement/Prospectus. A list
of the names of ValueClick's directors and executive officers and descriptions
of their interests in ValueClick is contained in ValueClick's proxy statement
dated September 27, 2001, and its Current Report on Form 8-K dated, which
documents are filed with the SEC. A list of the names of Be Free's directors and
executive officers and descriptions of their interests in Be Free is contained
in Be Free's proxy statement dated April 9, 2001, and its Annual Report on Form
10-K for the year ended December 31, 2001 which documents are filed with the
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SEC. Investors and security holders of ValueClick and Be Free may obtain
additional information regarding the interests of the foregoing people by
reading the Registration Statement and the Proxy Statement/Prospectus when it
becomes available.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, ValueClick and Be Free file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements and other information filed by ValueClick and Be
Free at the SEC public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 800-SEC-0330 for further information about
the public reference room. Investors and security holders will be able to obtain
free copies of these documents through the web site maintained by the U.S.
Securities and Exchange Commission at www.sec.gov. Investors and security
holders will be able to obtain free copies of these documents filed with the SEC
by ValueClick and Be Free through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain
free copies of the Registration Statement and Joint Proxy Statement/Prospectus
from ValueClick or Be Free by contacting the Investor Relations department at
either company.
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