Yahoo! to Acquire Overture

Jul 15, 2003

Yahoo! Inc. and Overture Services, Inc. a provider of commercial search services on the Internet, have signed a definitive agreement under which Yahoo! will acquire Overture. Under the terms of the agreement, each outstanding common share of Overture will receive 0.6108 shares of Yahoo! common stock and $4.75 in cash, reflecting an aggregate purchase price of approximately $1.63 billion, or $1.52 billion net of Overture's March 31, 2003 cash balance, less the amounts earmarked for their two recently closed transactions. Overture is a provider of commercial search with more than 88,000 advertisers globally as of the end of the first quarter of 2003. Overture's assets also include an extensive affiliate distribution network that Yahoo! and Overture are dedicated to maintaining and enhancing, a technology infrastructure in both commercial and Web search, and an intellectual property portfolio. The combined companies expect to be able to take advantage of a number of revenue synergies by expanding marketing opportunities on Yahoo!'s network through: expand Pay-for-Performance search into vertical properties, such as shopping, travel, and yellow pages; integrate contextual advertising throughout Yahoo!'s network, including properties such as in sports, real estate and autos; and leverage Overture's marketplace by offering its advertisers the ability to get online, sell online and promote online. Overture will become a wholly-owned subsidiary of Yahoo!, and its operations will remain in Pasadena following completion of the acquisition. Ted Meisel will continue to head up Overture's operations and report to Dan Rosensweig, Yahoo!'s chief operating officer. The transaction is subject to customary closing conditions, including regulatory approval and the approval of Overture's stockholders. It is expected the transaction will be completed by the fourth quarter of 2003. Yahoo! has also recently acquired Inktomi Corp., a provider of algorithmic Web search technology.

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