Overture Services, Inc., a provider of Pay-For-Performance search, and AltaVista Company, a Web search technology provider and a majority owned operating company of CMGI, Inc., have signed a definitive agreement under which Overture will acquire AltaVista's business for $140 million in cash and stock. The company will pay AltaVista in Overture common stock currently valued at $80 million, plus $60 million in cash, and will assume certain of AltaVista's liabilities. The purchase, which is subject to customary approvals and certain other conditions, is expected to close in April and be accretive to Overture's earnings by mid-2004. Overture said it plans to enhance AltaVista's paid inclusion products and offer its advertisers additional marketing vehicles intended to drive targeted customer leads. Overture plans to use the AltaVista Web site as a way to test new search services and marketing products for its advertisers. The company also said it plans to syndicate these products to its global distribution network, as well as potential new partners. As part of the agreement, Overture will assume ownership of AltaVista's 58 search technology patents and other patent-pending applications. AltaVista's patents cover areas of Web crawling, indexing, and ranking, as well as search query processing and serving of results to users. The securities to be issued by Overture in connection with the transaction described herein will not be, and have not been, registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration, or an applicable exemption from the registration requirements, under the Securities Act of 1933.