[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
FOR IMMEDIATE RELEASE
Press Contacts: Elizabeth M. Lloyd Stephen M. Joseph
ValueClick, Inc. Be Free, Inc.
415.293.1866 508.480.4017
elizabeth@valueclick.com sjoseph@befree.com
ValueClick and Be Free to Merge
Merger Will Create Diversified Digital Marketing Powerhouse
WESTLAKE VILLAGE, CA and MARLBOROUGH, MA - March 11, 2002 - ValueClick,
Inc. (Nasdaq: VCLK), a leading provider of traditional and interactive marketing
solutions, and Be Free, Inc. (Nasdaq: BFRE), a prominent provider of
performance-based marketing technology and services, today announced that they
have entered into a definitive merger agreement. The combined company will be
named ValueClick, Inc., and will have worldwide headquarters in Westlake
Village, California.
The merger agreement, which has been approved by the board of directors of
both companies, provides that each share of Be Free common stock will be
converted into the right to receive 0.65882 shares of ValueClick common stock.
The merger, anticipated to close by the end of the second quarter of 2002, is
subject to approval by the stockholders of ValueClick and Be Free, regulatory
approval and other customary closing conditions.
In the merger, ValueClick will issue approximately 43.4 million shares of
its common stock for all the outstanding common stock of Be Free. When the
merger is completed, Be Free's stockholders will own approximately 45% of the
combined company's outstanding shares.
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A Diversified Digital Marketing Powerhouse
The merger will bring together ValueClick's and Be Free's broad array of
online and offline technology and media services, which now encompass real-time
third-party and publisher ad serving, CPM, CPC and CPA advertising, agency
management software, affiliate marketing products and services, custom media
solutions, customer retention and customer acquisition e-mail technology and
services and personalized recommendation technology.
By uniting the people and resources of ValueClick and Be Free, the combined
company will create a world-class organization. It will have a worldwide sales
force with domestic offices throughout the United States and international
offices in Canada, the United Kingdom, Germany, France and Japan. With its
collective operational and research and development expertise, the company will
have the infrastructure and resources to develop additional products and build
market share.
ValueClick has acquired five companies in the past two years, most recently
Mediaplex, best known for its MOJO ad serving and eCRM technology, and AdWare
Systems, a leading provider of agency management software. The successful
integration of ValueClick and Be Free is expected to reap additional cost
synergies in the media and technology arena.
Financial Strength of the Combined Company
Upon closing of the merger, management believes that the combined company
will have the financial strength of over $270 million in cash and
interest-yielding securities and annual revenue potential of $83 million, in
line with ValueClick's previously announced 2002 revenue guidance of $60 million
and Be Free's previously announced 2002 revenue guidance of $23 million. Through
cost efficiencies and operational synergies, management anticipates that the
combined company will reach breakeven before non-cash and non-recurring
charges in the fourth quarter of 2002, and that by the middle of 2003 savings
from cost reduction activities will exceed $6 million on an annualized basis.
"Our goal is to continue to add products and services that Fortune 500
firms are seeking in addition to those they already receive from ValueClick,"
stated James Zarley, Chairman and Chief Executive Officer of ValueClick. "Be
Free is a great fit with that plan. Being able to
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extend our technology product offerings while achieving significant cost
reductions will ensure both the growth potential and financial stability that is
needed in this market."
"With this merger, ValueClick and Be Free gain the critical mass needed to
substantially increase market share and build on our vision of a shared
marketing platform," said Gordon B. Hoffstein, Chairman and Chief Executive
Officer of Be Free. "With our complementary product lines, today's leading
companies will be able to choose one company to provide a wide range of digital
marketing solutions to gain high-quality customers cost effectively."
At the close of the transaction, Be Free will become a wholly owned
subsidiary of ValueClick and James Zarley will continue as the Chairman and
Chief Executive Officer of the company. Following the merger, ValueClick's board
of directors will be comprised of seven members - four, including Mr. Zarley,
from ValueClick and three, including Mr. Hoffstein, from Be Free.
About Be Free, Inc.
The Be Free marketing platform allows online businesses to attract, convert
and retain customers easily and cost effectively. The company provides a uniform
system for tracking, managing, measuring and analyzing all of a business's
online marketing programs. These services are hosted, allowing a business to
deploy its marketing programs rapidly, without placing time intensive and
expensive demands on its own technical resources.
With Be Free's industry-leading BFAST(R) partner marketing services,
businesses manage and track strategic partners and affiliates - compensating
these selling partners based on their performance. Be Free's BSELECTSM Onsite
service helps a business to convert visitors to buying customers by recommending
relevant products in real time. Be Free's customers include barnesandnoble.com,
VerizonWireless.com, Staples.com, Sprint, HSN, shop.microsoft.com,
Travelocity.com, Sony Corp. of America, IBM, CitiFinancial, a division of
CitiGroup, gap.com and ShopNBC.
About ValueClick, Inc.
ValueClick is a leading global provider of digital marketing solutions for
advertisers and web publishers. Through a combination of digital advertising,
digital marketing and digital retention marketing, ValueClick provides marketers
with custom media solutions to both build brand
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value and attract targeted, high-quality customers. To accomplish this,
ValueClick employs rigorous network quality control, advanced targeting
capabilities and an integrated product line. For website publishers of all
sizes, ValueClick offers the ability to create reliable new revenue
opportunities from their advertising inventory. ValueClick offers marketers and
advertisers a wide spectrum of custom media and technology solutions such as
real-time third party and publisher ad serving, CPM, CPC and CPA advertising,
agency management software and both customer acquisition and customer retention
email technology.
ValueClick provides results for clients such as General Motors, eBay, the
Coca-Cola Company, Heineken N.V., Sara Lee Corporation, GlaxoSmithKline,
Citigroup, Inc., American Express Company, British Airways, Hyatt Corporation,
AAA, Ameriquest, WorldComm, the Wall Street Journal's Career Journal and Real
Estate Journal, Barclays Bank, Dell Computers, Expedia, iVillage and Microsoft.
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Safe Harbor Statement
Statements in this press release 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
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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 deemed to be participants in the solicitation of proxies from
ValueClick's or Be Free's stockholders in connection with the transaction. 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, 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, 2000, which documents are filed with the 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
Joint 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
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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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