RECENT BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2011

RECENT BUSINESS COMBINATIONS DISCLOSURE [Abstract]

RECENT BUSINESS COMBINATIONS

Recent Business Combinations

Dotomi. On August 31, 2011, the Company completed the acquisition of Dotomi, a leading provider of data-driven, intelligent display media for major retailers. Under the terms of the agreement, the Company acquired all outstanding equity interests in Dotomi for total consideration of $288.1 million, consisting of cash consideration of $171.8 million, 7.1 million shares of the Company's stock valued at $109.4 million, and approximately 0.5 million shares of fully vested stock options assumed valued at $6.9 million. In addition, ValueClick assumed approximately 0.4 million unvested shares of restricted stock and 0.5 million unvested options to purchase shares of ValueClick common stock. The fair value of the assumed unvested restricted stock and options will be expensed in future periods. The Company incurred $412,000 in transaction costs, which is recorded in the "General and administrative expense" caption in the accompanying Consolidated Statements of Comprehensive Income.

Dotomi provides the Company with a unique set of data-driven targeting capabilities combined with expertise in brand strategy and creative development. These factors contributed to a purchase price in excess of the fair value of Dotomi's net tangible and intangible assets acquired, and, as a result, the Company has recorded goodwill in connection with this transaction. The results of Dotomi's operations are included in the Company's consolidated financial statements beginning on August 31, 2011.

The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values, and the useful lives, in years, assigned to intangible assets, is as follows (in thousands):

Cash		$	23,624
Accounts receivable and other assets		12,659
Deferred tax assets		5,889
Property and equipment		4,452
	Useful life
Amortizable intangible assets:
Customer, affiliate and advertiser relationships	5	56,860
Developed technologies and websites	4	19,880
Trademarks, trade names and domain names	5	3,570
Covenants not to compete	1	2,150
Goodwill		207,746
Total assets acquired		336,830
Deferred tax liability		(38,633		)
Income taxes payable		(2,594		)
Other liabilities assumed		(7,480		)
Total		$	288,123

The identifiable intangible assets, goodwill and deferred income taxes resulting from this acquisition are based upon preliminary valuation assumptions and may change based on final analysis. Any such change may result in reclassification between identifiable intangible assets, goodwill and deferred income taxes. The Company does not expect any goodwill to be tax deductible. Goodwill resulting from this acquisition is currently assigned to the Media segment. As the Company finalizes the integration of the Dotomi business, it will assess whether any changes are needed to this classification.

Pro forma Results of Operations. The historical operating results of Dotomi prior to its acquisition date have not been included in the Company's historical consolidated operating results. Pro forma results of operations data (unaudited) for the years ended December 31, 2011 and December 31, 2010, as if the acquisition had occurred on January 1, 2010, are as follows (in thousands, except per share data):

	Year Ended December 31,
	2011		2010
Revenue	$	610,653	480,693
Net income	$	105,035	81,171
Basic net income per common share	$	1.21	0.91
Diluted net income per common share	$	1.19	0.90

Pro forma net income for the year ended December 31, 2011 was adjusted to exclude all acquisition-related costs. The pro forma results of operations are not necessarily indicative of future operating results.

Greystripe, Inc. On April 21, 2011, the Company completed the acquisition of Greystripe, a brand-focused mobile advertising network. Under the terms of the agreement, the Company acquired all outstanding equity interests in Greystripe for cash consideration of $70.6 million.

Greystripe provides the Company with immediate scale in the U.S. mobile advertising market. This factor contributed to a purchase price in excess of the fair value of Greystripe's net tangible and intangible assets acquired, and, as a result, the Company has recorded goodwill in connection with this transaction. The results of Greystripe's operations are included in the Company's consolidated financial statements beginning on April 21, 2011.

The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values, and the useful lives, in years, assigned to intangible assets, is as follows (in thousands):

Cash		$	1,871
Accounts receivable and other assets		3,450
Deferred tax assets		7,615
Property and equipment		110
	Useful life
Amortizable intangible assets:
Customer, affiliate and advertiser relationships	5	10,150
Developed technologies and websites	4	11,890
Trademarks, trade names and domain names	4	340
Covenants not to compete	1.5	1,920
Goodwill		46,497
Total assets acquired		83,843
Deferred tax liability		(9,634		)
Other liabilities assumed		(3,579		)
Total		$	70,630

The identifiable intangible assets, goodwill and deferred income taxes resulting from this acquisition are based upon preliminary valuation assumptions and may change based on final analysis. Any such change may result in reclassification between identifiable intangible assets, goodwill and deferred income taxes. The Company does not expect any goodwill to be tax deductible. This acquisition is not considered material for purposes of further disclosure.

The Dotomi and Greystripe acquisitions described above contributed an aggregate of approximately $60.8 million in revenue and $3.1 million in net income to the Company's consolidated results of comprehensive income from their dates of acquisition through December 31, 2011.

Investopedia.com.    On August 3, 2010, the Company completed the acquisition of Investopedia.com ("Investopedia"), a leading financial information and investing education website. Under the terms of the agreement, the Company acquired the assets and assumed certain liabilities of Investopedia for an aggregate purchase price of $41.7 million. Investopedia provides consumers with a comprehensive library of financial terms, articles, tutorials, and investing education tools.

Investopedia provides content, organic traffic and established advertiser relationships in the financial services advertising vertical, as well as an experienced team and synergy opportunities with the Company's existing business units within its Media and Owned & Operated Websites segments. These factors contributed to a purchase price in excess of the fair value of Investopedia's net tangible and intangible assets acquired, and, as a result, the Company has recorded goodwill in connection with this transaction. The results of Investopedia's operations are included in the Company's consolidated financial statements beginning on August 3, 2010.

The final allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values and the useful lives, in years, assigned to intangible assets was as follows (in thousands):

Accounts receivable and other assets		$	1,586
Property, plant and equipment		317
	Useful life
Amortizable intangible assets:
Advertiser relationships	3	1,040
Trademarks, trade names and domain names	9	6,480
Developed technologies and websites	3 - 6	7,680
Goodwill		25,115
Total assets acquired		42,218
Liabilities assumed		(557		)
Total		$	41,661

The Company expects approximately $18.4 million of goodwill recognized to be tax deductible.