EUniverse-L90 Merger Worth More Than $50 Million

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Interactive entertainment network eUniverse Inc. said yesterday that it will acquire online marketing agency L90 Inc. for about $5.1 million in cash. L90 will become a wholly owned subsidiary of eUniverse. The total deal is worth more than $50 million, but in an unusually complicated agreement, L90 is paying the bulk of the purchase price.


Under the acquisition, which is expected to close by April, L90 shareholders will receive $2 to $2.20 per share in cash. This represents a premium of 28.2 percent to 41 percent above L90's Jan. 2 closing price of $1.56.


The payment to L90 shareholders has two components. L90 will make a special cash distribution to its shareholders of $1.80 to $2 per share, to be paid immediately before the merger's completion. After that distribution, eUniverse will acquire all outstanding shares of L90 for 20 cents per share, or about $5.1 million. However, eUniverse will have to lay out only $2 million in cash because its merger terms specify L90 must leave eUniverse with $3.1 million to satisfy certain liabilities.


EUniverse said it plans to offer its Cupid Junction online personal ad service and Fitness Heaven fitness service to L90 network clients. It also plans to incorporate the company's L90 Direct e-mail list management services into its eUniverse e-mail network. Los Angeles-based eUniverse operates entertainment Web portal www.flowgo.com and content site www.madblast.com. The company has 40 million opt-in names in its e-mail database.


The acquisition also calls for L90 to pay off its commitment to DoubleClick Inc. The company sold its adMonitor ad serving and tracking platform to DoubleClick in October. Terms of the deal were not disclosed, but DoubleClick was rumored to have paid about $20 million.


L90, based in Los Angeles, also must pay what it owes Novus Marketing Inc. for its May acquisition of the Novus List Marketing LLC division. Terms of that deal were not disclosed. The Novus list management business, based in Valhalla, NY, is managed by the L90 Direct division.


In December, Tumbleweed Communications Corp. sued eUniverse, claiming the company infringes its U.S. patent covering "private, trackable URLs for direct document delivery" by offering online greeting cards on www.flowgo.com. The technology, known as personalized URL or PURL, lets online providers of greeting cards and other documents bind content to a digital identity, allowing services such as secure online content delivery and online marketing. The lawsuit seeks to have eUniverse license Tumbleweed's technology.


EUniverse in late December issued a statement in response, saying Tumbleweed jumped the gun with its infringement lawsuit and that controversy surrounded its patents. It also said the lawsuit was a way to "coerce" eUniverse into licensing the technology.


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