Digital River Acquires Direct Response Technologies; Expands Affiliate and E-Marketing Capabilities

MINNEAPOLIS--()--Jan. 25, 2006--Digital River, Inc. (NASDAQ:DRIV), a global leader in e-commerce outsourcing, today announced that it has acquired Direct Response Technologies, Inc., a leading provider of affiliate technology and e-marketing solutions. The acquisition will offer the affiliates and clients of both companies a significantly expanded online sales network and more robust affiliate tracking, search-engine bid management and keyword tracking, and ad-serving solutions.

The Direct Response products that were acquired as part of this agreement include DirectTrack affiliate management platform, KeywordMax paid search bid management tool, DNEList e-mail campaign and list suppression applications, and DirectLeads online marketing network. The acquisition excludes Direct Response's MyCoupons and GiftCards.com services.

"The acquisition of Direct Response supports two of our strategic growth initiatives - to expand both Digital River's oneNetwork sales channel and strategic marketing services," said Joel Ronning, Digital River's CEO. "By combining the companies, we intend to deliver a more comprehensive affiliate management system, maximize cross-selling opportunities between our affiliate networks and further capitalize on the strong growth opportunity that exists for our strategic marketing services."

Since 1997, DirectTrack has tracked tens of billions of impressions and hundreds of millions of clicks and actions for its affiliate clients. Today, the DirectTrack platform powers more than 150 affiliate networks and 500 merchants, carrying nearly 40,000 offers to more than 200,000 affiliates around the world. DirectTrack's platform supports the sale of physical and digital goods across a wide variety of affiliate models, including sales, clicks, leads and impressions.

"In 1994, Direct Response was one of the first key players in the affiliate marketplace, and since then has earned a reputation as a market leader," said Jason Wolfe, Direct Response's president and CEO. "By joining forces with a solid, growing public company like Digital River - an industry leader committed to the affiliate market - we believe we can offer significant added value to our affiliates, clients and shareholders. This transaction represents a powerful combination of online sales networks and technologies."

Subject to the terms and conditions of the purchase agreement, Digital River acquired the stock of Direct Response in exchange for approximately $15 million in cash. The agreement also provides Direct Response shareholders with an earn-out opportunity based on Digital River and Direct Response achieving certain revenue and earnings targets during the first three years subsequent to the acquisition.

About Direct Response Technologies, Inc.

Founded in 1994, Direct Response Technologies, Inc. is a media and technology firm dedicated to delivering performance-based results and technology solutions to clients. Direct Response Technologies is a privately held company based in Pittsburgh, PA.

About Digital River, Inc.

Digital River, Inc., a global leader in e-commerce outsourcing, builds and manages online businesses for more than 40,000 software publishers, manufacturers, distributors and online retailers. Its multi-channel e-commerce solution, which supports both direct and indirect sales, is designed to help companies of all sizes maximize online revenues as well as reduce the costs and risks of running an e-commerce operation. The company's comprehensive platform offers site development and hosting, order management, fraud prevention, export controls, tax management, physical and digital product fulfillment, multi-lingual customer service, advanced reporting and strategic marketing services.

Founded in 1994, Digital River is headquartered in Minneapolis with offices in major U.S. cities as well as Cologne, Germany; London, England; Taipei, Taiwan; and Tokyo, Japan. For more details about Digital River, visit the corporate Web site at www.digitalriver.com or call 952-253-1234.

Forward-Looking Statements

In addition to the historical information contained herein, this press release contains forward-looking statements, such as statements regarding the Company's, and the combined companies', anticipated future performance, including the ability of the combined companies to expand affiliate and e-marketing capabilities; to increase the size of the affiliate sales channel; as well as statements containing the words, "believes," "intends," "expects," and similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: the Company's limited operating history and variability of operating results; competition in the electronic commerce market; the ability of the combined companies to successfully offer the market expanded affiliate and e-marketing capabilities and services and the market's acceptance of such offerings, and other risk factors referenced in the Company's public filings with the Securities and Exchange Commission.

Digital River is a registered trademark of Digital River, Inc. All other company and product names are trademarks, registrations or copyrights of their respective owners.

Contacts

Digital River, Inc., Minneapolis
Media Contact:
Gerri Dyrek, 952-253-8396
publicrelations@digitalriver.com
or
Investor Relations Contact:
Bob Kleiber, 952-540-3024
investorrelations@digitalriver.com

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Contacts

Digital River, Inc., Minneapolis
Media Contact:
Gerri Dyrek, 952-253-8396
publicrelations@digitalriver.com
or
Investor Relations Contact:
Bob Kleiber, 952-540-3024
investorrelations@digitalriver.com