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Marchex Acquires IndustryBrains
Marchex Acquires IndustryBrains, a Provider of Highly Targeted Online Traffic and Contextual Advertising Solutions
SEATTLE, WA - July 27, 2005 - Marchex, Inc. (NASDAQ: MCHX, MCHXP) today announced that it has acquired IndustryBrains, Inc. (www.industrybrains.com) for $30.6 million, plus transaction costs, consisting of $15.6 million in cash and $15 million in stock (valued based on a 30-day trailing average). $2.8 million of the stock issuable to the employee shareholders of IndustryBrains who will join Marchex is subject to vesting over two-and-one-half years from closing. The acquisition is effective immediately.Based in New York City, IndustryBrains is a leader in monetizing vertical and brand-name Web sites through contextual advertising solutions. IndustryBrains has built a platform of high-quality traffic by leveraging its proprietary technology to offer a site-specific approach to contextual advertising under a business model that combines bid-for-placement and relevancy. This approach has allowed IndustryBrains to create relationships with more than 100 vertically-focused and brand-name online publishers, such as USATODAY.com, BusinessWeek Online, The Motley Fool, Travel + Leisure, Forbes.com and the Ziff Davis online properties; as well as a large base of premier advertisers.
Company Online Stock Trading A site-specific approach means that IndustryBrains focuses on selling advertising placement on specialized vertical and branded Web sites, and on specific sections of a Web site, as opposed to a network approach in which advertisers cannot specify the sites on which they appear. For specialized vertical or branded Web sites, which typically command premium rates for their advertising space due to their high-quality targeted online user traffic, a site-specific approach to contextual advertising allows them to appropriately monetize the value of their own brand and traffic. For advertisers, a site-specific approach improves transparency, relevancy, and return-on-investment (ROI) by: (i) allowing advertisers to target which Web sites and specific sections within a Web site their text-based listings will appear (e.g., Forbes.com home page and/or Forbes.com Technology section); and (ii) ranking advertiser listings under an algorithm that factors in both price and relevancy. Marchex believes these elements lead to revenue-per-click rates that are relatively high compared to industry averages.
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Online Trading Stock And IndustryBrains offers online publishers site-specific contextual advertising solutions on a direct basis or under a private label. The private label system offers online publishers the flexibility to provide their own advertisers the option to bid for placement on the publishers' branded Web sites. In this case, online publishers still retain the option to receive IndustryBrains' advertiser listings, in addition to their own. IndustryBrains also offers its online publishers support for Web search functionality by displaying relevant advertiser listings in response to a user search query.
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Stock Investing Course "The acquisition of IndustryBrains is an important development for Marchex and specifically continues our focus on adding high-quality traffic sources to Marchex's distribution network and on leveraging technology solutions to help our advertisers efficiently acquire customers online," said Peter Christothoulou, Marchex Chief Strategy Officer.
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Stock System Trading "We are excited to be joining forces with Marchex and look forward to building upon our combined areas of strength and opportunity, all while continuing to deliver the high levels of performance that our partners and customers have come to expect," said Erik Matlick, IndustryBrains CEO.
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Stock Investing Game Following are highlights of IndustryBrains' business focus and progress:
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Market Stock Trading * Proprietary technology facilitates site-specific approach to
contextual marketing: IndustryBrains' proprietary technology
platform enables the company to sell advertisers placement on
specialized vertical and branded Web sites, and even on specific
sections of a Web site.
* Critical mass of targeted online user traffic: According to
IndustryBrains, its network of online publishers display
IndustryBrains' advertiser listings on approximately 1 billion page
views per quarter.
* Category coverage: IndustryBrains currently covers 11 vertical
markets including: Information Technology, Business & Finance,
Travel, Human Resources, and Home &
Living, among others.
* High monetization rates: Marchex believes that IndustryBrains'
gross average revenue-per-click rates are relatively high compared
to industry averages. For example, the following vertical
categories maintain the following minimum per-click rates for
advertisers: Information Technology minimum per-click price of
$0.25 to $2.00 (depending on the specific sub-category); Business
& Finance minimum per-click price of $0.50 to $2.00; Human
Resources minimum per-click price of $1.00 to $3.00; and Travel
minimum per-click price of $0.50.
* Flexible products for online publishers: IndustryBrains offers a
private label alternative for online publishers who want to offer
their own advertisers the option to bid for placement on their
branded Web sites.
* Revenue and financial results: According to IndustryBrains,
preliminary calendar 2004 estimates indicate that IndustryBrains
generated $6 million to $7 million in revenue, excluding the impact
of inter-company revenues, and approximately $0.9 million to $1.1
million in operating income before amortization.
Online Stock Trading Canada Marchex Strategic Benefits:
Following are highlights of certain potential strategic benefits
for Marchex:
Stock Investing Basics * The acquisition of IndustryBrains provides Marchex an
additional critical mass of targeted, high-quality traffic, along
with additional brand-name advertisers.
* IndustryBrains' advertisers, who buy site-specific placement on
vertical and branded Web sites, could potentially opt for inclusion
on Marchex's vertical direct navigation Web sites.
* IndustryBrains' products and relationships round out Marchex's
existing distribution channels, as Marchex advertisers will now
have the flexibility to place their listings at the following
online transaction points: vertical and branded Web sites, search
engines, comparison shopping engines and direct navigation Web
sites.
* Marchex's advertisers will have access to IndustryBrains'
high-quality vertical and brand-name distribution network and
IndustryBrains' advertisers will have access to Marchex's search
engine marketing solutions, including paid listings, feed
management, and search engine optimization products.
* IndustryBrains' contextual solutions may be of interest to
Marchex's existing distribution partners or other strategic
partners.
Day Online Stock Trading Marchex Updated Financial Guidance:
Resulting from this acquisition, Marchex is updating its 2005
financial guidance as follows:
Online Stock Trading Game * Revenue contribution from IndustryBrains for the remainder of
2005 (July 27 to December 31) is anticipated to be $4 million or
more. Based on this incremental contribution, Marchex is revising
its guidance for 2005 revenue to $90 million or more from its
previous guidance of $86 million or more.
* Marchex intends to increase IndustryBrains' short- and
intermediate-term investments in administrative, technology and
development, sales and business development efforts. The
anticipated cost increases translate to IndustryBrains adjusted
operating income before amortization margins of 8% to 10% for the
balance of 2005. Marchex's long-term target for IndustryBrains
adjusted operating income before amortization margin is more than
20%.
* Marchex previously provided 2005 adjusted operating income
before amortization margin guidance of 28% or more. When factoring
in the 2005 partial year anticipated revenue contributions from
IndustryBrains at adjusted operating income before amortization
margins of 8% to 10% and potential contributions of growth from
different parts of Marchex and IndustryBrains, Marchex is updating
its 2005 adjusted operating income before amortization margin to a
range of 26% to 28% or more. Marchex is reiterating its long-term
target of adjusted operating income before amortization margin of
30% or more.
Stock Investing Software About Marchex, Inc.:
Marchex (www.marchex.com) is an online technology company that
helps merchants sell through search. The company is focused on
search engine and contextual marketing, local search, and direct
navigation. Marchex's platform of integrated performance-based
advertising and search marketing services enables merchants to
efficiently market and sell their products and services across
multiple online distribution channels, including search engines,
product shopping engines, directories and selected Web
properties.
Online Option Stock Trading Forward looking statements:
This press release contains forward-looking statements that
involve substantial risks and uncertainties. All statements, other
than statements of historical facts, included in this press release
regarding this acquisition, our strategy, future operations, future
financial position, future revenues, future adjusted operating
income margins, projected costs, prospects, plans and objectives of
management are forward-looking statements. We may not actually
achieve the plans, intentions or expectations disclosed in our
forward-looking statements and you should not place undue reliance
on our forward-looking statements. Actual results or events could
differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. There are a
number of important factors that could cause Marchex's actual
results to differ materially from those indicated by such
forward-looking statements which are described in the "Risk
Factors" section of our most recent periodic report and
registration statement filed with the SEC. We disclaim any
intention or obligation to update any forward-looking
statements.
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