**DoubleClick, NetCreations Deal Is Off

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The marriage of DoubleClick Inc. and NetCreations Inc., which was expected to close next week, is off.

NetCreations yesterday accepted an acquisition bid from an unnamed third party for $7 per share in cash - a deal worth about $108.7 million.

NetCreations, New York, a provider of opt-in e-mail services, released a statement saying it received the offer and that it considered the offer superior to New York ad services firm DoubleClick's offer of 0.41 shares of its stock for each share of NetCreations' stock. The DoubleClick deal was worth about $191 million when it was announced in October.

DoubleClick's stock has been steadily declining. Yesterday, its shares closed at $9.18, down 81 cents from the previous day's close. At that price, DoubleClick's offer for NetCreations is now worth $3.76 per share, or about $58.4 million.

DoubleClick later released a statement saying it will not make a counteroffer and that it will terminate its previous merger agreement with NetCreations.

"We are disappointed that NetCreations won't be part of our success, but considering NetCreations' recently announced operating results and our own internal progress on e-mail, we have decided not to raise our existing offer," DoubleClick chief financial officer Stephen Collins said in the statement.

Meanwhile, NetCreations' shareholders apparently like the news that a new suitor is interested in the company, as its stock closed at $4.65 Dec. 21, up $2.28.

"This seems like a great deal for NetCreations," said Dana Serman, an analyst with Lazard Freres LLC. "DoubleClick is losing out on a great deal."

Serman said his sources were telling him the suitor was an un-named European company.

He also noted that DoubleClick may be losing more than NetCreations. It may also be losing its shot at becoming a leader in the e-mail marketing business.

"DoubleClick is left with a strong e-mail marketing business, but will not be the leader in the market." Serman said. The deal would have enhanced DoubleClick's presence in thee-mail marketing business substantially."

Terminating its previous merger agreement with DoubleClick means NetCreations has to pay DoubleClick an $8.6 million breakup fee, plus expenses.

Serman said the prospect of NetCreations merging with a company with deep pockets should worry DoubleClick because it creates a competitor that is more financially stable than DoubleClick is now.

"DoubleClick definitely loses out here," he said. They'd have to give up too much stock [to counter the offer]."

He also noted that it is ironic that nearly two years ago DoubleClick tried to buy NetCreations, but was unwilling to meet the company's asking price. DoubleClick could have acquired the company for about $40 million then, Serman said.

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