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MeziMedia.

On July 30, 2007, the Company completed the acquisition of MeziMedia, a leading operator

of U.S. comparison shopping websites. Under the terms of the agreement, the Company acquired all
outstanding equity interests in MeziMedia for initial cash consideration of $96.3 million, net of cash
acquired of $18.9 million, plus approximately $600,000 in transaction costs, resulting in total initial cash
consideration of $96.9 million. In addition to the initial cash consideration, the shareholders of MeziMedia
may be entitled to additional cash consideration based on the achievement by MeziMedia of certain
revenue and earnings performance targets from the closing date through December 31, 2009. Total cash
consideration, which includes the $96.9 million initial cash consideration, will range between $96.9 million
and $348.7 million, depending on whether such performance targets are met. Any contingent
consideration paid after the closing date will be accounted for as additional purchase price and added to
goodwill at the time the Company is able to determine the amount of such consideration.
MeziMedia provides the Company with additional opportunities to monetize online traffic and expand
its overall comparison shopping presence in the United States, China and Japan. This factor contributed
to a purchase price in excess of the fair value of MeziMedia's net tangible and intangible assets acquired,
and, as a result, the Company has recorded goodwill in connection with this transaction. The results of
MeziMedia's operations are included in the Company's consolidated financial statements beginning on
the date of acquisition.
The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based
on the estimated fair values, and the preliminary useful lives, in years, assigned to intangible assets were
as follows (in thousands):
Cash acquired
Other tangible assets acquired

18,944
9,540

Weighted-Average
Useful life

Amortizable intangible assets:


Customer relationships

2,100

Trademarks, trade names and domain names

10,400

Developed technologies

26,700

Covenants not to compete

7,500

Total identifiable intangible assets


Goodwill
Total assets acquired

46,700
57,766
132, 950

Liabilities assumed

(17,100)

Total

115,850

13

The intangible assets were valued using a combination of valuation methods, including future
discounted cash flows expected to be generated from the assets, comparison of market prices for other
similar assets, and the cost of replacing the assets. The Company will amortize each intangible asset on
a straight-line basis over the asset's useful life as this method approximates the pattern in which the
economic benefits of the assets are consumed. The identifiable intangible assets and goodwill 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 and
goodwill. All of the goodwill resulting from this acquisition is tax deductible.

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