August 24, 2005 Dear Stockholders:Merger Agreement • August 24th, 2005 • Fastclick Inc • Services-advertising
Contract Type FiledAugust 24th, 2005 Company IndustryWe are pleased to inform you that, on August 10, 2005, Fastclick, Inc. entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with ValueClick, Inc. ("ValueClick") and FC Acquisition Sub, Inc. ("Acquisition Sub"), a newly formed corporation and wholly owned subsidiary of ValueClick. Pursuant to the Merger Agreement, ValueClick has commenced an offer to acquire each issued and outstanding share of common stock, $0.001 par value, of Fastclick (the "Shares") in exchange for 0.7928 of a share of common stock, par value $0.001 per share, of ValueClick. If the exchange offer is successful, Acquisition Sub will thereafter be merged with and into Fastclick, with Fastclick surviving the merger and all of our Shares then-outstanding (other than Shares held by ValueClick, Acquisition Sub or Fastclick or stockholders who properly exercise appraisal rights, if any, under Delaware law) being cancelled and converted into the right to receive the same per share conside