ad pepper media will sell its 7.8 percent equity stake in dMArc Broadcasting Inc

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Google to acquire dMarc Broadcasting

As part of the planned transaction ad pepper media will sell its 7.8 percent equity stake in dMArc Broadcasting Inc.

Deal brings Radio Advertising to Google AdWords Advertisers

Tuesday January 17, 9:02 am ET; MOUNTAIN VIEW, California

Google Inc. today announced it has agreed to acquire dMarc Broadcasting, Inc., a Newport Beach, California- 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.

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 upfront 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.

ad pepper media has invested in an early stage into dMarc Broadcasting Inc. and holds a current stake of 7.8 percent of the total equity, which will be part of the announced transaction.

For further information please contact:
Investor Relations
Anna-Maria Schneider
ad pepper media International N.V.
Phone: +49 (0) 911/ 929 057- 0
Fax: +49 (0) 911/ 929 057- 312