Overture Completes Acquisition of AltaVista Business

PASADENA, Calif., Apr 28, 2003 (BUSINESS WIRE) -- Overture Services, Inc. (Nasdaq:OVER), a global leader in commercial search services on the Internet, today announced that it has completed the acquisition of the business of AltaVista Company, a pioneer in Web search technology. In accordance with the terms of the acquisition agreement announced on February 18, 2003, Overture acquired the AltaVista business for $106.6 million ($60 million in cash and approximately 4.275 million shares of Overture common stock, with a value of $46.6 million based on the closing share price on April 25, 2003).

This acquisition, combined with Overture's recently completed acquisition of the Web search unit of Fast Search & Transfer (FAST), will enable Overture to offer a full-service search solution to portals, Internet Service Providers (ISPs) and other destination sites. Additionally, Overture will be able to provide its growing base of 88,000 advertisers access to new sources of distribution and products, such as paid inclusion, to drive additional targeted leads. Overture plans to develop a common platform for its new Web search product before the end of 2003 and will continue to operate both AltaVista and FAST's search engines separately until that time.

"With the successful acquisitions of AltaVista and FAST's Web search unit, Overture is well-positioned to create the most powerful and comprehensive search capability on the Internet," said Ted Meisel, president and chief executive officer, Overture Services. "We are now stepping up our integration efforts and making appropriate investments to build the next generation of search."

As part of today's announcement, Overture also made a series of management appointments related to the acquisitions:

Since its founding in 1995, Internet search pioneer AltaVista has become a leading global provider of search services and technology and has also been awarded the most search-related patents in the industry. As part of the acquisition, Overture has assumed AltaVista's 58 search technology patents and other patent-pending applications.

The securities that were issued in connection with the acquisition of AltaVista have not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration, or an applicable exemption from the registration requirements, under the Securities Act of 1933.

About Overture

Overture is a global leader in commercial search services on the Internet, providing businesses with new and more powerful ways to connect with customers online. Through its core search product, the company operates a real-time marketplace where its base of 88,000 advertisers bid for placement in its search results after Overture's editorial team screens listings for relevance. These results are then distributed to Overture's thousands of partners, including MSN, Yahoo! and CNN, reaching approximately 80 percent of active, U.S. Internet users. In the first quarter of 2003, Overture facilitated 608 million paid introductions on a worldwide basis between consumers and its advertisers. Overture is based in Pasadena, California, with U.S. offices in New York and San Francisco. The headquarters for Overture's non-U.S. business is in Ireland, with offices in the United Kingdom, Germany, France, Italy, Japan and South Korea. For more information, visit www.overture.com.

This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the following: the risk that Overture will not realize value from the acquisition of the AltaVista business, that Overture will not be able to integrate the AltaVista business in an efficient and timely manner; the integration of FAST's Web search unit; the expected timing thereof; that Overture's search users, advertisers and affiliates will benefit from the acquisitions; the growth of search and paid inclusion and Overture's ability to capitalize on those opportunities; the acceptance and adoption of paid inclusion. Actual results may differ materially from these forward-looking statements due to risks such as: the risk that Overture will not realize value from the acquisitions; the risk that it may take longer to achieve value than current management expectations; the risk that Overture will not be able to integrate the people, services, technology and product lines of FAST's Web search unit and/or the AltaVista business in an efficient and timely manner or at all; possible fluctuations in the demand for Overture's services (including on a combined basis with the AltaVista business and/or FAST's Web search unit); possible fluctuations in economic conditions affecting the markets for Overture's services (including on a combined basis with the AltaVista business and/or FAST's Web search unit); Overture's ability to compete with existing or new competitors; unforeseen difficulties in developing or offering new products and services; more aggressive competition for affiliate relationships or other actions by Overture's competitors; the risk that Overture's affiliates may not elect to purchase additional services from Overture as a result of the acquisitions; and the risk that Overture may not experience benefits through agreements with its affiliates or that affiliates may not continue or renew their agreements with Overture. For a discussion of other risks that could cause actual results or events to differ materially from such forward-looking statements, see the discussion of "Risks That Could Affect Our Financial Condition and Results of Operations" in Overture's 10-K filing with the SEC for the period ended December 31, 2002. Overture undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.

Overture is a servicemark of Overture Services, Inc. Other product or service names mentioned herein are the trademarks of their respective owners.

SOURCE: Overture Services, Inc.

Overture Services, Inc.
Al Duncan (Media), 626/685-5714
al@overture.com
Laurie Berman (Investors), 626/229-5368
laurie.berman@overture.com

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