Atlas Acquires Accipiter

Combined Company Offers Industry-Leading Digital Ad Management

SEATTLE--()--Atlas, the technologies business unit of aQuantive, Inc. (NASDAQ:AQNT), today announced the acquisition of all of the outstanding shares of Accipiter. Accipiter was acquired in exchange for cash consideration of $30.3 million. Accipiter sells ad serving technologies to web publishers in more than 20 countries.

Accipiter offers web publishers an ad serving solution that enables the publishers direct sales force to maximize revenue earned from premium display and text placements. The solution includes behavioral targeting and rich media capabilities, and operates across emerging media platforms. Many publishers have also found that the Accipiter solution is highly effective in maximizing the revenue they receive from their remnant inventory because it enables yield optimization across a publishers network partners.

As Internet advertising has grown increasingly specialized, and as Atlas has continued to gain market share amongst advertisers and agencies, publishers have asked Atlas for sell-side-focused digital advertising solutions. Accipiters highly developed ability to maximize publishers revenue from both brand and direct response-focused advertisers complements Atlass core strength and position among buyers of Internet advertising. We believe our position with the buy-side -- where media purchasing decisions are made -- coupled with our core strengths in analytics, will enable us to deliver meaningful innovations to market for publishers. Given the importance of the sell-side in both new media and international markets, we believe Accipiter will accelerate Atlass opportunity and impact in the market, said Karl Siebrecht, president, Atlas.

The Accipiter business was founded in 1996 and has operated independently since 2002. From 1996 to 2002, the Raleigh, North Carolina-based company operated under various corporate parents, including Engage and CMGI. Joining Atlas will be the long-standing Accipiter management team with co-founder and CEO Brian Handly leading the team in Raleigh as senior vice president, Atlas. European operations will join Atlas EMEA (Europe, Middle East and Africa).

Brian Handly commented, Accipiter has a market-leading product satisfying customers in over 20 countries. Joining with Atlas allows us to leverage the resources of a large company to expand our technology, serve our existing clients in new ways, and accelerate our penetration into both domestic and international markets. My team is excited to collaborate with the rest of the Atlas team, reach broader sets of key publishers and unlock value in emerging digital media markets.

Richard Dunmall, senior vice president of Atlas EMEA, also noted, Atlas and Accipiter are passionate about creating market-leading, measurable solutions for digital marketing, and are proud of our client-focused and service-based cultures. Our combined teams will be a powerful force for developing comprehensive, cutting-edge platforms and delivering value to publishers and advertisers alike. And, with Accipiters broad base of European business, Atlas will now offer an even stronger global solution.

The transaction will be accounted for under purchase accounting rules and is expected to be accretive to EBITDA within the first 12 months after closing. The cash consideration includes certain liabilities satisfied upon closing and is subject to certain working capital adjustments after closing of the transaction. In addition, stock options to acquire shares of aQuantive were issued to certain Accipiter employees in substitution for stock options outstanding on the closing date.

At this time, acquisition-related expenses and the allocation of the purchase price among the assets acquired has not been determined. Therefore, aQuantive is unable to provide estimates of the impact on future Net Income.

aQuantive does not anticipate material revenue contributions from the acquired business in 2007. The Company does anticipate a significant reduction to EBIT margins, reflected in the Digital Marketing Technologies segment, for the first and second quarters of 2007 with the long-term anticipated range of 35-40% EBIT margins remaining unchanged for the year.

About Accipiter

Accipiter provides publishers and advertisers with innovative technology and services to maximize their online advertising investments and create additional sources of revenue. Accipiter has been serving and enriching the digital advertising industry since 1996. As a pioneer and leader in online ad management, Accipiter offers a comprehensive, unified ad platform encompassing ad serving, ad trafficking, behavioral targeting, a bid-for-placement system and a powerful advertising marketplace. AdManager, Accipiter's core application, delivers billions of ads monthly across all rich media types to hundreds of leading publishers in more than 20 countries around the world. Accipiters website address is www.accipiter.com.

About Atlas

Atlas is a provider of digital marketing technologies and expertise. Atlas offers agencies and marketers integrated solutions for online ad campaign management, in-stream video, rich media, search marketing, landing page optimization, reporting and analysis to maximize their online ROI, and provides a highly scalable ad-serving platform to help online publishers increase revenue. Atlas delivers the industry's most complete service and support, serving its clients from offices in Seattle, San Francisco, New York, Denver and London. Atlas, an operating unit of aQuantive, Inc. (NASDAQ:AQNT), is a member of the NAI, adhering to the NAI privacy principles that have been applauded by the FTC, and is the first third-party ad server to complete the auditing process and achieve ad measurement accreditation by the Media Rating Council (MRC). Atlass website address is www.atlassolutions.com.

About aQuantive, Inc.

aQuantive, Inc., is a global digital marketing company, founded in 1997 to help marketers acquire, retain and grow customers across all digital media. It is the parent company of Avenue A | Razorfish, the largest interactive agency in the U.S., and four international agencies, DNA, Amnesia, Neue Digitale and e-Crusade; Atlas, a provider of integrated digital marketing technologies and expertise; and DRIVEpm, MediaBrokers and Franchise Gator, performance media and behavioral targeting businesses. Through its business units, aQuantive is positioned to bring value to any interaction in the digital marketplace. Its stock (ticker symbol: AQNT) is listed on the NASDAQ exchange. aQuantives website address is www.aquantive.com.

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "forecasts," and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. Forward-looking statements also include any other passages that relate to expected future events or trends that can only be evaluated by events or trends that will occur in the future. The forward-looking statements in this release include, without limitation, statements regarding expected financial performance during the next twelve months, including the expectation that this transaction will be accretive to EBITDA, statements regarding the expected positive marketing and other effects that this transaction will result in for the combined Atlas and Accipiter businesses, and other anticipated benefits of the combination. The forward-looking statements are based on the opinions and estimates of management at the time the statements were made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. These risks and uncertainties include, among others, the risk of unforeseen changes in client online marketing and advertising budgets, unanticipated loss of clients as a result of this transaction or otherwise, delays in product development efforts or other projects, the potential failure to attract new clients due to the company's inability to competitively market its services, the risk of fluctuating demand for the companys services, the potential failure to maintain desired client relationships or to achieve effective advertising campaigns for clients, potential deterioration or slower-than-expected development of the Internet advertising market either domestically or in international markets, quarterly fluctuations in operating results, costs and risks related to acquisitions of technologies and businesses, risks relating to international operations, the short term nature of the company's contracts with clients, which generally are cancelable on 90 days' or less notice, and the uncertainties, potential costs, and possible business impacts of new legislation or litigation involving the company. More information about factors that could cause actual results to differ materially from those predicted in aQuantive's forward-looking statements is set out in its annual report on Form 10-K for the year ended December 31, 2005, as supplemented in its quarterly report on Form 10-Q for the quarter ended June 30, 2006, both filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance upon these forward-looking statements, which speak only as of the date of this release. Except as required by law, aQuantive, undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.

Contacts

aQuantive Investor Relations
Brynn Hoover, 206-816-8637
brynn.hoover@aquantive.com
or
Media Contact:
aQuantive Public Relations
Ann Woolman, 206-816-8941
ann.woolman@aquantive.com

Contacts

aQuantive Investor Relations
Brynn Hoover, 206-816-8637
brynn.hoover@aquantive.com
or
Media Contact:
aQuantive Public Relations
Ann Woolman, 206-816-8941
ann.woolman@aquantive.com