Cmgi Strengthens Internet Marketing Arsenal With

CMGI STRENGTHENS INTERNET MARKETING ARSENAL WITH
ACQUISITION OF ADFORCE


Acquisition Solidifies Interactive Ad Serving, Measurement, Sales
and Targeting Infrastructure for CMGI


Andover, Mass. and Cupertino, CA, September 20, 1999 - CMGI, Inc. (Nasdaq: CMGI) announced today that it has signed a definitive agreement to acquire AdForce, Inc. (Nasdaq: ADFC) in a stock-for-stock tax-free merger valued at approximately $500 million. Under the terms of the agreement, CMGI will issue 0.262 CMGI shares for every share of AdForce held on the closing date of the transaction. Closing of the merger is subject to customary conditions, including formal approval by AdForce shareholders, expected later this year.


The merger builds on both companies' strengths to create a broad infrastructure for the overall delivery of ad serving and digital media services, and is yet another addition to CMGI's strong stable of core advertising infrastructure technologies. Following completion of the acquisition, AdForce will become the latest member of CMGI's group of majority-owned operating companies.


According to David Andonian, President of Corporate Development for CMGI, "AdForce has significantly increased their reach and momentum over the last year to become a leader in the delivery and measurement of online advertising campaigns. As a part of the CMGI network, AdForce will continue to expand its customer base by providing services to many of the CMGI-affiliated companies, well beyond their current Adsmart and Engage relationships. The integration of AdForce's highly scalable ad serving and measurement tools is another important step in helping CMGI reach its goals of building a fully-integrated, interactive marketing machine."


Chuck Berger, AdForce Chairman and CEO added, "The rapid growth in the demand of online advertising services will continue to accelerate, reaching a projected market size of more than $32 billion by the year 2004, according to Forrester Research. To creation, delivery and analysis of their marketing campaigns. The combination of AdForce's state of the art ad delivery and CMGI's leading content and infrastructure companies will create a new kind of digital marketing company, capable of providing the full range of services required by the global Internet economy".


This agreement furthers the relationship established between AdForce and CMGI earlier this year as a result of AdForce's strategic partnerships with Engage and Adsmart, two of the CMGI operating companies. As previously announced, AdForce is currently the primary ad-serving company for the Adsmart Network (http://www.adsmart.net), now including more than 300 Web sites totaling 2 billion monthly impressions. In addition, Engag ...