Engage Technologies, Inc. announced it has signed a definitive agreement to acquire AdKnowledge Inc, in an all stock transaction valued at approximately $193 million. By integrating Engage’s profile based targeting, AdKnowledge customers will be able to target and analyze campaigns based on profiles of their target audience. AdKnowledge has become a widely used source for marketers targeting online advertising. To date, nearly all such targeting has been based on content specific ad buying. With Engage, AdKnowledge will be able to broaden its offering to include profile based targeting to its customers. Under the terms of the merger and contribution agreement, CMGI will initially acquire control of AdKnowledge through the issuance of approximately $170 million of CMGI common stock, followed by a contribution of AdKnowledge shares held by CMGI and AdKnowledge shareholders to Engage in exchange for approximately $193 million of Engage common stock. The transaction, which will be accounted for as a purchase, is subject to certain conditions, regulatory approval and the shareholder approval of Engage and AdKnowledge. AdKnowledge, which recently filed its S-1 with the SEC, is privately held and will become a wholly-owned subsidiary of Engage. The transaction is expected to be completed in late 1999 or early 2000. www.adknowledge.com, www.engage.com, www.cmgi.com.

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