Business Editors
OMAHA, Neb.--(BUSINESS WIRE)--Oct. 8, 2002
infoUSA, (Nasdaq:IUSA) a leading provider of proprietary business and consumer database and sales and marketing solutions, and ClickAction Inc., (Nasdaq:CLAC) a leading provider of email marketing automation solutions, today jointly announced that they have entered into a merger agreement under which infoUSA will acquire ClickAction. Under the terms of the agreement, which is subject to the approval of ClickAction's stockholders and other conditions, infoUSA will acquire all of ClickAction's outstanding stock for up to $4.1 million in cash, of which $1.4 million will be paid to its preferred stockholder and the remaining balance, subject to adjustment, will be paid to the common stockholders. The maximum adjustment (all of which would reduce consideration paid to common stockholders) is $650,000. Based upon 13,401,347 shares outstanding as reported in ClickAction's most recent quarterly report filed on August 14, 2002, ClickAction's common stockholders are expected to receive between $0.20 and $0.15 per common share depending on whether and to what extent adjustments are made. ClickAction's Board of Directors has unanimously approved the transaction and recommended that its stockholders vote in favor of the acquisition. If such stockholder approval is achieved and the closing conditions are met, the transaction is expected to close in late 2002.
Vin Gupta, Chairman and CEO, infoUSA, stated "ClickAction is a leading email marketing company, with a valuable client base and excellent management. This acquisition will perfectly complement infoUSA's growing platform in email marketing and email database management. We also plan to leverage ClickAction's proprietary email marketing automation solutions to enable our nearly 4 million clients to easily and cost-effectively acquire new prospects and customers."
"Providing high quality client service is of critical importance to ClickAction. This acquisition will allow us to continue a high level of client service while significantly expanding our customer retention and acquisition services to over 4 million clients," said George Grant, President and CEO, ClickAction. "infoUSA and ClickAction share a primary objective of ensuring that all clients optimize their return on their online marketing investments and I am confident that this will continue to be our primary objective for the future."
About infoUSA
infoUSA (www.infoUSA.com), founded in 1972, is the leading provider of business and consumer information products, database marketing services, data processing services and sales and marketing solutions. Content is the essential ingredient in every marketing program, and infoUSA has the most comprehensive data in the industry, and is the only company to own a proprietary database of 250 million consumers and 14 million businesses under one roof. The infoUSA database powers the directory services of the top Internet traffic-generating sites, including Yahoo! (Nasdaq: YHOO) and America Online (NYSE: AOL). Nearly 4 million customers use infoUSA's products and services to find new customers, grow their sales, and for other direct marketing, telemarketing, customer analysis and credit reference purposes. infoUSA headquarters are located at 5711 S. 86th Circle, Omaha, NE 68127 and can be contacted at (402) 593-4500.
About ClickAction
ClickAction, Inc. is a leading provider of email marketing automation products and promotional marketing services. ClickAction Email Marketing Automation (EMA) helps marketers design, test, analyze and refine personalized email campaigns that maximize customer value. The ClickAction EMA platform provides customer profile management, powerful rule-based segmentation, campaign analysis, powerful data exchange capabilities, and highly scalable outbound messaging with bounce-back management, all in a Web-based solution. In addition to ClickAction EMA, the company offers a wealth of services for acquiring new opt-in customers. ClickAction is a leader in permission marketing and privacy standards, and is a current member of TRUSTe, an independent, non-profit organization whose mission is to build users' trust and confidence in the Internet. ClickAction serves the top companies in the retail, catalog, brand, and publishing industries. For more information on ClickAction products and services, visit www.clickaction.com or call 1-800-473-3141.
Statements in this announcement other than historical data and information constitute forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, but are not limited to, recent changes in senior management, the successful integration of recent and future acquisitions, fluctuations in operating results, failure to successfully carry out our Internet strategy or to grow our Internet revenue, effects of leverage, changes in technology and increased competition. More information about potential factors that could affect the company's business and financial results is included in the companies' filings with the Securities and Exchange Commission.
ClickAction intends to file with the SEC and mail to its stockholders a proxy statement containing information about the merger. Investors and security holders are urged to read the proxy statement carefully when it is available. The proxy statement will contain important information about the merger, the persons soliciting proxies relating to the merger, their interests in the merger and related matters. Investors and security holders will be able to obtain free copies of these documents through the web site maintained by the SEC at http://www.sec.gov. Free copies of the proxy statement also may be obtained from ClickAction by accessing its web site at http://www.clickaction.com or by directing a request by mail or telephone to ClickAction at the address or telephone number indicated above.
In addition to the proxy statement, ClickAction and infoUSA file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by ClickAction or infoUSA at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. ClickAction's and infoUSA's filings with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the SEC at http://www.sec.gov.
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