"MeziMedia is consistent with our acquisition philosophy and gives ValueClick comparison shopping scale in the U.S., greater search marketing expertise and a presence in China--all three of which are key growth initiatives for the Company," said ValueClick CEO Tom Vadnais.

MeziMedia ranked fourth in the June 2007 comScore retail comparison shopping category, with approximately 10.5 million U.S. unique visitors to its Smarter.com comparison shopping and CouponMountain.com online coupon Web sites.

The deal, which is expected to close in August, will add $40 million to ValueClick's bottom line and an established U.S. comparison shopping property. According to Gary Fuges, vice president of investor relations, ValueClick's comparison shopping business generated $26 million in revenue in 2006, primarily in Europe through the PriceRunner brand.

MeziMedia's management team and co-founders Talmadge O'Neill and Harry Tsao will remain with the company and join the ValueClick management team.

MeziMedia's expertise in search engine marketing will also help ramp up the search capabilities across all of ValueClick's businesses, including Commission Junction, Fuges noted.

Under the terms of the agreement, ValueClick will acquire all outstanding equity interests in MeziMedia for about $100 million and will pay up to $352 million if the company reaches certain performance targets through Dec. 31, 2009.

MeziMedia was founded in 2001 and employs about 160 globally in the Los Angeles area as well as at offices in Shanghai, China and Tokyo, Japan.

"This is very much within the playbook of the ValueClick management team," said Jordan Rohan, managing director and Internet analyst with RBC Capital Markets. "It helps them to diversify their business model away from lead generation.

"It also allows the company to raise its financial targets without acknowledging the slowdown in lead generation," Rohan added.

The Federal Trade Commission is investigating ValueClick's practices involving incentive-based lead generation. The company is not providing updates or additional information on that investigation, Fuges said Monday.*

The comparison shopping sector is heating up. Last month, Providence Equity Partners bought a majority stake in NexTag for about $830 million.

ValueClick remains one of the last independent online advertising businesses, and its stock enjoyed a run-up during the frenzy set off by Google's $3.1 billion acquisition of DoubleClick. Since then, the price has dropped. At the New York close after Monday's deal announcement, the stock was down 2.22% to $29.

In May, when it announced a 34% increase in first-quarter 2007 revenue to $156.9 million, ValueClick also lowered its full-year outlook. On Monday, the company said a revised outlook will be issued when this deal closes.

* This sentence was modified after the story's original posting.

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