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Jan. 17, 2006 -- Google Inc. has agreed to acquire dMarc Broadcasting,
Inc., a Newport Beach, Calif.-based digital solutions provider for
the radio broadcast industry.
dMarc connects advertisers directly to radio stations through its
automated advertising platform. The platform simplifies the sales
process, scheduling, delivery and reporting of radio advertising,
enabling advertisers to more efficiently purchase and track their
campaigns. For broadcasters, dMarc's technology automatically schedules
and places advertising, helping to increase revenue and decrease
the costs associated with processing advertisements.
In the future, Google plans to integrate dMarc technology into
the Google AdWords platform, creating a new radio ad distribution
channel for Google advertisers.
"Google is committed to exploring new ways to extend targeted,
measurable advertising to other forms of media," said Tim Armstrong,
vice president of Advertising Sales, Google. "We anticipate
that this acquisition will bring new ad dollars and accountability
to radio by combining Google's expansive network of advertisers
with dMarc's talented team and innovative radio advertising technology.
We look forward to working together to continue to grow and improve
the ecosystem of the radio industry."
"We are excited to be joining one of the most innovative companies
in the world," said Chad Steelberg, CEO of dMarc Broadcasting,
Inc. "We are bringing together complementary visions of simplicity,
efficiency, and accountability to the radio advertising process."
dMarc customers will not experience any interruption in service.
For more information on dMarc Broadcasting, please visit www.dmarc.net.
Transaction and Financial Information
Under the terms of the merger agreement, Google will acquire all
of the outstanding equity interests in dMarc, a privately held company,
for total up-front consideration of $102 million in cash. In addition,
Google will be obligated to make additional contingent cash payments
from time to time if certain product integration, net revenue and
advertising inventory targets are met over the next three years.
The maximum amount of potential contingent payments is $1.136 billion
over the next three years. Since these contingent payments are based
on the achievement of performance targets, actual payments may be
substantially lower. The acquisition is subject to customary closing
conditions. Google anticipates that the acquisition will close in
the first quarter 2006. Substantially all of the payments will be
accounted for as part of the purchase price for the transaction.
Safe Harbor
This press release contains forward-looking statements that involve
risks and uncertainties, including statements regarding the actual
amount of contingent payments that may be made pursuant to the transaction,
Google's expectation that the acquisition of dMarc will bring new
ad dollars and accountability to radio and improve Google's operating
performance, Google's plans to integrate the dMarc technology into
the Google AdWords platform following the consummation of the acquisition,
and the expected timing for closing the acquisition by the end of
the first quarter 2006. Such statements are just predictions and
involve risks and uncertainties such that actual results and performance
may differ materially. Factors that could cause actual results to
differ from our expectations include the failure to (1) accurately
estimate the amount of the contingent payments because of mistaken
assumptions or predictions about the ability of dMarc's business
to achieve the performance targets described in the Merger Agreement,
(2) receive regulatory approval for the acquisition, (3) successfully
integrate dMarc and its employees into our organization and achieve
expected synergies, (4) compete successfully in this highly competitive
and rapidly changing marketplace in which we have no significant
previous experience and (5) retain key employees. These and other
risks are detailed from time to time in our periodic reports that
are filed with the Securities and Exchange Commission, including
our annual report on Form 10-K for the fiscal year ended December
31, 2004 and our quarterly reports on Form 10-Q for the fiscal quarters
ended March 31, 2005, June 30, 2005 and September 30, 2005.
About Google Inc.
Google's innovative search technologies connect millions of people
around the world with information every day. Founded in 1998 by
Stanford Ph.D. students Larry Page and Sergey Brin, Google today
is a top web property in all major global markets. Google's targeted
advertising program provides businesses of all sizes with measurable
results, while enhancing the overall web experience for users. Google
is headquartered in Silicon Valley with offices throughout the Americas,
Europe and Asia. For more information, visit www.google.com.
Google is a registered trademark of Google Inc. All other company
and product names may be trademarks of the respective companies
with which they are associated.
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