Atlas Acquires Accipiter

  
    
  
  
    
      Atlas, the technologies business unit of aQuantive, Inc. (NASDAQ:AQNT), 
      today announced the acquisition of all of the outstanding shares of 
      Accipiter. Accipiter was acquired in exchange for cash consideration of 
      $30.3 million. Accipiter sells ad serving technologies to web publishers 
      in more than 20 countries.
    
    
      Accipiter offers web publishers an ad serving solution that enables the 
      publisher’s direct sales force to maximize 
      revenue earned from premium display and text placements. The solution 
      includes behavioral targeting and rich media capabilities, and operates 
      across emerging media platforms. Many publishers have also found that 
      the Accipiter solution is highly effective in maximizing the revenue 
      they receive from their remnant inventory because it enables yield 
      optimization across a publisher’s network 
      partners.
    
    
      “As Internet advertising has grown 
      increasingly specialized, and as Atlas has continued to gain market 
      share amongst advertisers and agencies, publishers have asked Atlas for 
      sell-side-focused digital advertising solutions. Accipiter’s 
      highly developed ability to maximize publishers’ 
      revenue from both brand and direct response-focused advertisers 
      complements Atlas’s core strength and 
      position among buyers of Internet advertising. We believe our position 
      with the buy-side -- where media purchasing decisions are made -- 
      coupled with our core strengths in analytics, will enable us to deliver 
      meaningful innovations to market for publishers. Given the importance of 
      the sell-side in both new media and international markets, we believe 
      Accipiter will accelerate Atlas’s opportunity 
      and impact in the market,” said Karl 
      Siebrecht, president, Atlas.
    
    
      The Accipiter business was founded in 1996 and has operated 
      independently since 2002. From 1996 to 2002, the Raleigh, North 
      Carolina-based company operated under various corporate parents, 
      including Engage and CMGI. Joining Atlas will be the long-standing 
      Accipiter management team with co-founder and CEO Brian Handly leading 
      the team in Raleigh as senior vice president, Atlas. European operations 
      will join Atlas EMEA (Europe, Middle East and Africa).
    
    
      Brian Handly commented, “Accipiter has a 
      market-leading product satisfying customers in over 20 countries. 
      Joining with Atlas allows us to leverage the resources of a large 
      company to expand our technology, serve our existing clients in new 
      ways, and accelerate our penetration into both domestic and 
      international markets. My team is excited to collaborate with the rest 
      of the Atlas team, reach broader sets of key publishers and unlock value 
      in emerging digital media markets.”
    
    
      Richard Dunmall, senior vice president of Atlas EMEA, also noted, “Atlas 
      and Accipiter are passionate about creating market-leading, measurable 
      solutions for digital marketing, and are proud of our client-focused and 
      service-based cultures. Our combined teams will be a powerful force for 
      developing comprehensive, cutting-edge platforms and delivering value to 
      publishers and advertisers alike. And, with Accipiter’s 
      broad base of European business, Atlas will now offer an even stronger 
      global solution.”
    
    
      The transaction will be accounted for under purchase accounting rules 
      and is expected to be accretive to EBITDA within the first 12 months 
      after closing. The cash consideration includes certain liabilities 
      satisfied upon closing and is subject to certain working capital 
      adjustments after closing of the transaction. In addition, stock options 
      to acquire shares of aQuantive were issued to certain Accipiter 
      employees in substitution for stock options outstanding on the closing 
      date.
    
    
      At this time, acquisition-related expenses and the allocation of the 
      purchase price among the assets acquired has not been determined. 
      Therefore, aQuantive is unable to provide estimates of the impact on 
      future Net Income.
    
    
      aQuantive does not anticipate material revenue contributions from the 
      acquired business in 2007. The Company does anticipate a significant 
      reduction to EBIT margins, reflected in the Digital Marketing 
      Technologies segment, for the first and second quarters of 2007 with the 
      long-term anticipated range of 35-40% EBIT margins remaining unchanged 
      for the year.
    
    
      About Accipiter
    
    
      Accipiter provides publishers and advertisers with innovative technology 
      and services to maximize their online advertising investments and create 
      additional sources of revenue. Accipiter has been serving and enriching 
      the digital advertising industry since 1996. As a pioneer and leader in 
      online ad management, Accipiter offers a comprehensive, unified ad 
      platform encompassing ad serving, ad trafficking, behavioral targeting, 
      a bid-for-placement system and a powerful advertising marketplace. 
      AdManager, Accipiter's core application, delivers billions of ads 
      monthly across all rich media types to hundreds of leading publishers in 
      more than 20 countries around the world. Accipiter’s 
      website address is www.accipiter.com.
    
    
      About Atlas
    
    
      Atlas is a provider of digital marketing technologies and expertise. 
      Atlas offers agencies and marketers integrated solutions for online ad 
      campaign management, in-stream video, rich media, search marketing, 
      landing page optimization, reporting and analysis to maximize their 
      online ROI, and provides a highly scalable ad-serving platform to help 
      online publishers increase revenue. Atlas delivers the industry's most 
      complete service and support, serving its clients from offices in 
      Seattle, San Francisco, New York, Denver and London. Atlas, an operating 
      unit of aQuantive, Inc. (NASDAQ:AQNT), is a member of the NAI, adhering 
      to the NAI privacy principles that have been applauded by the FTC, and 
      is the first third-party ad server to complete the auditing process and 
      achieve ad measurement accreditation by the Media Rating Council (MRC). 
      Atlas’s website address is www.atlassolutions.com.
    
    
      About aQuantive, Inc.
    
    
      aQuantive, Inc., is a global digital marketing company, founded in 1997 
      to help marketers acquire, retain and grow customers across all digital 
      media. It is the parent company of Avenue A | Razorfish, the largest 
      interactive agency in the U.S., and four international agencies, DNA, 
      Amnesia, Neue Digitale and e-Crusade; Atlas, a provider of integrated 
      digital marketing technologies and expertise; and DRIVEpm, MediaBrokers 
      and Franchise Gator, performance media and behavioral targeting 
      businesses. Through its business units, aQuantive is positioned to bring 
      value to any interaction in the digital marketplace. Its stock (ticker 
      symbol: AQNT) is listed on the NASDAQ exchange. aQuantive’s 
      website address is www.aquantive.com.
    
    
      Certain statements in this press release are "forward-looking 
      statements" within the meaning of the Private Securities Litigation 
      Reform Act of 1995. Words such as "expects," "anticipates," 
      "forecasts," and similar expressions identify forward-looking 
      statements, but their absence does not mean that the statement is not 
      forward-looking. Forward-looking statements also include any other 
      passages that relate to expected future events or trends that can only 
      be evaluated by events or trends that will occur in the future. The 
      forward-looking statements in this release include, without limitation, 
      statements regarding expected financial performance during the next 
      twelve months, including the expectation that this transaction will be 
      accretive to EBITDA, statements regarding the expected positive 
      marketing and other effects that this transaction will result in for the 
      combined Atlas and Accipiter businesses, and other anticipated benefits 
      of the combination. The forward-looking statements are based on the 
      opinions and estimates of management at the time the statements were 
      made and are subject to certain risks and uncertainties that could cause 
      actual results to differ materially from those anticipated in the 
      forward-looking statements. These risks and uncertainties include, among 
      others, the risk of unforeseen changes in client online marketing and 
      advertising budgets, unanticipated loss of clients as a result of this 
      transaction or otherwise, delays in product development efforts 
      or other projects, the potential failure to attract new clients due to 
      the company's inability to competitively market its services, the risk 
      of fluctuating demand for the company’s 
      services, the potential failure to maintain desired client relationships 
      or to achieve effective advertising campaigns for clients, potential 
      deterioration or slower-than-expected development of the Internet 
      advertising market either domestically or in international markets, 
      quarterly fluctuations in operating results, costs and risks related to 
      acquisitions of technologies and businesses, risks relating to 
      international operations, the short term nature of the company's 
      contracts with clients, which generally are cancelable on 90 days' or 
      less notice, and the uncertainties, potential costs, and possible 
      business impacts of new legislation or litigation involving the company. 
      More information about factors that could cause actual results to differ 
      materially from those predicted in aQuantive's forward-looking 
      statements is set out in its annual report on Form 10-K for the year 
      ended December 31, 2005, as supplemented in its quarterly report on Form 
      10-Q for the quarter ended June 30, 2006, both filed with the Securities 
      and Exchange Commission. Readers are cautioned not to place undue 
      reliance upon these forward-looking statements, which speak only as of 
      the date of this release. Except as required by law, aQuantive, 
      undertakes no obligation to update any forward-looking or other 
      statements in this press release, whether as a result of new 
      information, future events or otherwise.