ValueClick Press Release - August 2005

ValueClick to Acquire Fastclick; Transaction to Position ValueClick as the Largest Online Ad Network Provider

WESTLAKE VILLAGE & SANTA BARBARA, Calif.--(BUSINESS WIRE)--Aug. 11, 2005--ValueClick, Inc. (Nasdaq:VCLK) and Fastclick, Inc. (Nasdaq:FSTC) today jointly announced that they have entered into a definitive agreement in which Fastclick would become a wholly-owned subsidiary of ValueClick. Fastclick provides online advertising services and technologies, including an advertising network of more than 9,000 third-party Websites that reaches over 112 million unique U.S. Internet users (Source: comScore Media Metrix June 2005 Ad-Focus Report). In the transaction, each outstanding share of Fastclick common stock will be exchanged for 0.7928 of a share of ValueClick common stock.

Combined with ValueClick's current leadership position in affiliate marketing services and technology, the addition of Fastclick to the Company's suite of services will position ValueClick as the largest online advertising network provider. Upon closing, ValueClick expects to rapidly integrate Fastclick while supporting the combined Company's advertisers and publishers. ValueClick currently anticipates annual cost savings from the transaction of up to $4 million as well as operational synergies between Fastclick and the Company's other businesses. The Company expects Fastclick to be accretive to the Company on an EBITDA(a) basis.

"Fastclick has developed one of the industry's largest advertising networks through our technology and expertise in building advertiser and publisher relationships"

"Through the combination of organic growth and prudent corporate development, we have built ValueClick into a true industry leader," said James Zarley, chairman and chief executive officer of ValueClick. "The addition of Fastclick should give our ValueClick Media division the industry's largest reach into Internet users, enhancing our Company's overall leadership position with advertisers and publishers. We expect a straight-forward integration of Fastclick - headquartered across the street from our Commission Junction office in Santa Barbara - to quickly realize operating synergies. We welcome Fastclick to the ValueClick family, and we look forward to executing further on our strategy to build value for our customers and shareholders."

"Fastclick has developed one of the industry's largest advertising networks through our technology and expertise in building advertiser and publisher relationships," said Kurt Johnson, chief executive officer of Fastclick. "Our strategy has always been to build on this success to offer a diversified suite of performance-based online advertising solutions. Partnering with ValueClick will enable us to offer our advertiser and publisher clients a broader suite of services, more quickly and at an even greater scale. Fastclick and ValueClick are a natural fit, and we look forward to working closely with ValueClick to capitalize on the opportunities ahead of us."

Under the terms of the merger agreement, ValueClick will first commence an exchange offer in which tendering Fastclick stockholders will receive 0.7928 of a share of ValueClick common stock for each share of Fastclick common stock tendered in the offer.

ValueClick will issue approximately 15.6 million shares of ValueClick common stock and options to purchase approximately 1.2 million shares of ValueClick common stock (on a treasury stock basis) in a stock-for-stock transaction valued at approximately $214 million ($10.11 per share for Fastclick stockholders), or approximately $133 million net of cash acquired, based on ValueClick's closing price on August 10, 2005. Fastclick's cash, cash equivalents and marketable securities as of June 30, 2005 totaled approximately $81 million. The exchange offer, if completed, will be followed by a back-end merger for the same consideration as offered in the exchange offer.

The transaction has been approved by the Board of Directors of each company and is subject to the acceptance by ValueClick in the exchange offer of a minimum of 66.7 percent of the Fastclick shares outstanding, and customary representations, warranties, covenants, closing conditions and regulatory approvals. Certain of Fastclick's management and significant stockholders entered into lock-up agreements with the lead underwriters in Fastclick's initial public offering that may place restrictions on their ability to tender their shares in the exchange offer. In connection with the execution of the merger agreement, Fastclick's major stockholders, who in the aggregate hold approximately 58 percent of the outstanding shares of Fastclick, have entered into agreements with ValueClick pursuant to which they will be required to tender their shares in the exchange offer, subject to certain conditions, once the underwriters' lock-ups have been waived or have expired. The underwriters' lock-ups expire by their terms at 11:59 pm Pacific Time on September 27, 2005 unless the underwriters provide an earlier waiver of the lock-ups.

The transaction is expected to qualify as a tax-free reorganization for federal income tax purposes, and is expected to close in the fourth quarter of 2005.