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ValueClick Acquires 123Inkjets.com, 411Inkjets.com

July 7, 2005

ValueClick, Inc. announced on June 27 the completion of its acquisitions of Web Marketing Holdings, Inc. (dba Web Clients) and E-Babylon, Inc.

On June 13, ValueClick agreed to acquire privately-held Web Marketing Holdings, a performance-based marketing services company that generates leads for advertisers through its own online content, affiliate network and opt-in e-mail database, for approximately $141 million. ValueClick also agreed to acquire privately-held E-Babylon, a leading online retailer of ink and toner products through its 123Inkjets.com and 411Inkjets.com Web sites.

Web Clients gives ValueClick immediate scale in promotional and industry-focused online content and expands the company's existing lead-generation and opt-in e-mail channels. Web Clients' Web sites complement ValueClick's Media, Commission Junction, Hi-Speed Media, Search123, and Pricerunner businesses, and can be leveraged across the company's advertiser base. E-Babylon expands ValueClick's e-commerce channel and provides the infrastructure to support all of the company's current e-commerce initiatives.

"Through a combination of organic growth and prudent acquisitions like Web Clients and E-Babylon, ValueClick is becoming an even larger and more profitable player in online marketing services," said James Zarley, chairman and chief executive officer of ValueClick. "We remain confident about our ability to deliver on our 2005 financial goals and long-term strategy, and we welcome Web Clients and E-Babylon to the ValueClick family."

ValueClick has acquired all outstanding equity interests in Web Clients and extinguished all of Web Client's outstanding bank debt for an aggregate purchase price of approximately $141 million, including $122 million in cash, approximately 1.8 million shares of ValueClick common stock and approximately 350,000 options to purchase shares of ValueClick common stock. Josh Gray, chief executive officer of Web Clients, has joined ValueClick's senior management team and continues to lead the Web Clients business after the closing.

ValueClick has acquired all outstanding equity interests in E-Babylon and extinguished all of E-Babylon's bank debt and long-term liabilities for a purchase price of approximately $11.7 million in cash attributed to the E-Babylon business, and an additional $3 million in cash attributed to the value of the fee title to E-Babylon's fulfillment center. E-Babylon will be integrated into ValueClick's Hi-Speed Media business under general manager Farshad Fardad.

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