Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934

Kurt A. Johnson
President & Chief Executive Officer
Fastclick, Inc.
360 Olive Street
Santa Barbara, CA 93101
(805) 568-5334
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)

The name of the subject company is Fastclick, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 360 Olive Street, Santa Barbara, California 93101. The telephone number of the Company at its principal executive offices is (805) 568-5334.

The title of the class of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with the exhibits and annex hereto, this "Statement") relates is the common stock, $0.001 par value, of the Company (the "Shares"). As of August 23, 2005, there were 19,661,745 Shares issued and outstanding.

The filing person is the subject company. The Company's name, business address and business telephone number are set forth in Item 1 above.

This Statement relates to the offer by ValueClick, Inc., a Delaware corporation ("ValueClick"), to acquire each issued and outstanding Share in exchange for 0.7928 of a share of common stock, par value $0.001 per share, of ValueClick, including the associated preferred share purchase rights (the "Offer Consideration"), upon the terms and subject to the conditions set forth in ValueClick's Prospectus, dated August 24, 2005 (the "Prospectus"), and in the related Letter of Transmittal (the "Letter of Transmittal"). The Prospectus and the Letter of Transmittal, together with any amendments or supplements thereto, collectively constitute the "Offer." The Offer was commenced by ValueClick on August 24, 2005 and expires at 12:00 midnight, New York City time, on Thursday, September 22, 2005, unless it is extended in accordance with its terms. The Offer is conditioned on, among other things, there being validly tendered and not withdrawn before the expiration of the Offer more than 66.7% of the Shares on a fully diluted basis, as described in the Prospectus (the "Minimum Tender Condition").

The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, together with the exhibits and annexes thereto, the "Schedule TO"), filed by ValueClick with the Securities and Exchange Commission on August 24, 2005. The Prospectus and the related Letter of Transmittal have been filed as Exhibit (a)(1) and Exhibit (a)(2) hereto, respectively, and each is hereby incorporated herein by reference.

The Offer is being made pursuant to the Agreement and Plan of Merger and Reorganization, dated as of August 10, 2005, by and among the Company, ValueClick and FC Acquisition Sub, Inc. ("Acquisition Sub"), a Delaware corporation and wholly owned subsidiary of ValueClick (as such agreement may from time to time be amended or supplemented, the "Merger Agreement"). The Merger Agreement provides that, following the completion of the Offer, Acquisition Sub will merge with and into the Company (the "Merger"), and the Company will be the surviving corporation in the Merger. In the Merger, each outstanding Share (other than Shares held by ValueClick, Acquisition Sub or the Company or stockholders who properly exercise appraisal rights, if any, under Section 262 of the Delaware General Corporation Law (the "DGCL")) will be converted into the right to receive the same consideration paid per Share pursuant to the Offer, without interest thereon (the "Merger Consideration").

The Schedule TO states that the principal executive offices of ValueClick and Acquisition Sub are located at 30699 Russell Ranch Road, Suite 250, Westlake Village, California 91362 and that the telephone number at such principal executive offices is (818) 575-4500.

Except as described in this Statement or incorporated herein by reference, to the knowledge of the Company, as of the date of this Statement, there exists no material agreement, arrangement or understanding or any actual or potential conflict of interest between the Company or its affiliates and

(i) the Company's executive officers, directors or affiliates or (ii) ValueClick, Acquisition Sub or their respective executive officers, directors or affiliates.

The Merger Agreement. The summary of the Merger Agreement contained in the Prospectus, which is filed as Exhibit (a)(1) to this Statement and which is being mailed to stockholders together with this Statement, is hereby incorporated herein by reference. Such summary is qualified in its entirety by reference to the Merger Agreement, which has been filed as Exhibit (e)(1) to this Statement and is hereby incorporated herein by reference.

Exchange Agreements. In connection with the Merger Agreement, affiliates of Highland Capital Partners, Oak Investment Partners and Steamboat Ventures, the largest stockholders of the Company, along with a founder of the Company and the Company's Chief Executive Officer (collectively, the "Exchanging Holders"), who collectively hold approximately 58% of the outstanding Shares and approximately 56% of the fully diluted Shares, calculated as described in the Prospectus, entered into exchange agreements with ValueClick on August 10, 2005 (the "Exchange Agreements"). Pursuant to the Exchange Agreements, among other things:

The agreement to tender shares under the Exchange Agreements is not binding on the Exchanging Holders to the extent that it would be a violation of the Lock-up Agreements, but becomes a binding and enforceable agreement at such time as the tender of the shares would not violate the Lock-up Agreements. On August 10, 2005, the underwriters of the Company's initial public offering agreed to waive the provisions of the Lock-up Agreements effective as of August 25, 2005; provided however that, if any of the underwriters or their affiliates publish or distribute a research report or make a public appearance concerning the Company between August 10, 2005 and August 25, 2005, the effective date of the waiver will be the first business day after the 15 day research blackout period imposed by NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), but in no event later than September 27, 2005.

The Exchange Agreements will terminate, and the Exchanging Holders will have no obligation to tender their shares of the Company, and may withdraw any shares previously tendered, if:

In addition, the Exchange Agreements entered into by affiliates of Highland Capital Partners and Oak Investment Partners (and only such Exchange Agreements) provide that, in the event that ValueClick terminates the Merger Agreement as a result of certain breaches of these Exchange Agreements by such stockholders, ValueClick may be entitled to recover an exchange agreement termination fee from such stockholders in an amount equal to the sum of (1) $6,500,000 and (2) an amount equal to the aggregate of all expenses undertaken by ValueClick in connection with the execution of the Merger Agreement and the consummation of the transactions contemplated thereunder (such expense amount not to exceed $2,150,000).

Company Stock Options. Certain directors and officers of the Company are eligible to receive, and have received, stock options under the Company's stock plans, including the 2000 Equity Participation Plan (the "2000 Plan") and 2004 Stock Incentive Plan (the "2004 Plan"). The following directors and officers of the Company currently have outstanding stock options to purchase the number of Shares under the 2000 Plan and 2004 Plan as specified below:

				Exercise
Name
	Title		Options		Prices
Kurt A. Johnson(1)		President, Chief Executive Officer and Director		475,000 (2000 Plan) 252,455 (2004 Plan)		$ $	1.40 2.55
Fred J. Krupica(2)		Chief Financial Officer		239,755 (2004 Plan)		$	2.55
James Aviani(3)		Chief Technology Officer		100,000 (2000 Plan) 70,000 (2004 Plan)		$ $	2.55 2.55
Shayne G. Mihalka(4)		Executive Vice President of Operations		70,310 (2000 Plan) 50,000 (2004 Plan)		$ $	1.40 2.55
Massoud Entekhabi(5)		Director		42,625 (2004 Plan)		$	5.00
John Pleasants(6)		Director		42,625 (2004 Plan)		$	12.00

The Merger Agreement provides that, at the effective time of the Merger, each outstanding option to purchase Shares issued to its employees pursuant to the Company's stock plans, including the 2000 Plan and the 2004 Plan, or any other agreement or arrangement, whether vested or unvested, will be converted into an option to purchase shares of common stock of ValueClick. As of the effective time of the Merger, each such Company option will be deemed to constitute an option to acquire, on the same terms and conditions as were applicable to the Company's stock option (subject to the acceleration of vesting or exercisability of such option, pursuant to the terms of the option or the stock plan, as applicable, by reason of the Merger Agreement, the Offer or the Merger), a number of shares of common stock of ValueClick equal to the number of Shares subject to the option immediately prior to the effective time of the Merger, multiplied by 0.7928, rounded down to the nearest whole share, at a price per share equal to the per share exercise price applicable to the option divided by 0.7928, rounded up to the nearest cent.

The stock option award agreements for Messrs. Johnson and Mihalka pursuant to which options were issued under the 2000 Plan provide that all options subject to the agreements shall immediately vest and become exercisable upon a change of control of the Company. The stock option award agreement for Mr. Aviani pursuant to which options were issued under the 2000 Plan, together with his employment agreement with the Company as described below, provide that 50% of the unvested

options subject to the agreement shall immediately vest and become exercisable upon a change of control of the Company. Under the terms of the 2000 Plan, a change of control includes:

Accordingly, the successful completion of the Offer will constitute a change of control under the 2000 Plan and the unvested options granted to the officers named above under the 2000 Plan will vest as noted above.

The stock option award agreements for Messrs. Entekhabi and Pleasants pursuant to which options were issued under the 2004 Plan provide that all options subject to the agreements shall immediately vest and become exercisable upon a change of control of the Company, with Mr. Entekhabi's options to expire 12 months following the change of control. The stock option award agreements for Messrs. Johnson, Krupica and Aviani pursuant to which options were issued under the 2004 Plan provide that all the options subject to the agreements shall immediately vest and become exercisable if they are terminated without cause due to a change of control of the Company during the 12-month period after the change of control. Under the terms of the stock option award agreements, "cause" means fraud, gross negligence, willful misconduct, insubordination, material failure to comply with the Company's general policies, violation of the employee inventions assignment agreement, or conviction of any felony or a misdemeanor involving moral turpitude. Under the terms of the stock option award agreements, a change of control includes:

Accordingly, the successful completion of the Offer will constitute a change of control under the stock option award agreements for the directors and officers named above pursuant to which options were issued under the 2004 Plan and the unvested options granted to such directors will vest as noted above and the unvested options granted to such officers may vest as noted above if the officer is terminated without cause within 12 months after the Merger.

ValueClick has agreed in the Merger Agreement to file with the SEC, as soon as reasonably practicable after the effective time of the Merger, a registration statement on Form S-8 with respect to the shares of common stock of ValueClick that will be subject to the converted options.

Other Change of Control Arrangements. The Company entered into an amended and restated employment agreement, effective as of January 1, 2005, with Kurt A. Johnson under which he agreed to continue to serve as the Company's President and Chief Executive Officer and pursuant to which he is entitled to membership on the Company's board of directors (the "Board"). Under the terms of this agreement, if Mr. Johnson is terminated without cause or as a result of a constructive termination either three months before or 13 months after a change of control, he will be entitled to all compensation earned through the date of termination, and for a period of 12 months after termination and execution of a release, continued receipt of his base salary plus target bonus for the current fiscal year and continued health and welfare benefits. In addition, all of Mr. Johnson's unvested stock options issued under the 2004 Plan and any other stock awards outstanding would immediately vest and become exercisable for a period of six months after the date of termination. The successful completion

of the Offer and Merger would constitute a change of control for purposes of the agreement. Under the agreement, "cause" means gross negligence, embezzlement, breach of fiduciary duty, willful misconduct or fraud in the performances of his services under the employment agreement, commission of or being charged with any felony or crime of moral turpitude, material breach of the employment agreement and failure to cure such breach, or material breach of the Company's code of business conduct. "Constructive termination" is defined under the agreement as a material adverse change in Mr. Johnson's authority, duties, or reporting relationship to the Board without his written consent, a material reduction in Mr. Johnson's base salary or stated target bonus without his written consent, a relocation of his principal place of employment by over 100 miles without his written consent, any material breach by the Company of his employment agreement, or any failure by the Company to obtain the assumption of his employment agreement by its successor.

On August 2, 2004, the Company entered into an employment agreement with Fred J. Krupica under which Mr. Krupica acts as Chief Financial Officer. Under this agreement, if Mr. Krupica is terminated without cause due to a change of control of the Company, or during the 12-month period after a change of control, he will be entitled to compensation earned through the date of termination, and for a period of 12 months after termination, continued salary and health and welfare benefits. In addition, all of Mr. Krupica's unvested stock options issued and outstanding under the 2004 Plan would immediately vest and become exercisable if his employment is terminated due to a change of control or during the 12-month period after a change of control. The successful completion of the Offer and Merger would constitute a change of control for purposes of the agreement. Under the agreement, "cause" means fraud, gross negligence, willful misconduct, insubordination, material failure to comply with the Company's general policies, violation of the Company's employee inventions assignment agreement, failure to carry out instructions of the Chief Executive Officer, or conviction of any felony or a misdemeanor involving moral turpitude.

On February 11, 2004, the Company entered into an employment agreement with James Aviani under which Mr. Aviani acts as Chief Technology Officer. Under this agreement, if Mr. Aviani is terminated due to a change of control of the Company, or if he is terminated or resigns because of a material change in duties or office location, a discontinuation of any material benefit without equivalent substitution or a reduction in salary during the 12-month period after a change of control, he will be entitled, for a period of 12 months after termination, to continued salary, continued vesting and exercise of his stock options, and health and welfare benefits. Under this agreement, upon a change of control, 50% of Mr. Aviani's remaining unvested options under the 2000 Stock Plan will vest and become exercisable. The successful completion of the Offer and Merger would constitute a change of control for purposes of the agreement.

Possible Future Employment Arrangements. Although no employment or similar agreements have been entered into between ValueClick and members of the Company's management, there have been discussions between ValueClick management and certain officers of the Company regarding their ongoing employment. In particular, Shayne Mihalka, the Company's Executive Vice President of Operations, and James Aviani, the Company's Chief Technology Officer, have received offer letters from ValueClick pursuant to which each individual, should he or she accept ValueClick's offer of "at will" employment, would be entitled to an annual salary on the same terms as his or her existing employment and participation in ValueClick's stock option plan, annual bonus plan and medical insurance and other fringe benefit arrangements on the same basis as ValueClick employees.

Non-Competition Agreements. It is a condition to ValueClick's obligation to complete the Offer that certain employees of the Company specified in the Merger Agreement execute a non-competition agreement with ValueClick and the Company that was prepared in connection with the Merger Agreement. Non-competition agreements were executed by the Company and each of the specified employees prior to the execution of the Merger Agreement. Pursuant to the non-competition agreements, each specified employee (other than the Company's Chief Executive Officer) has agreed

not to compete with the existing businesses of the Company and not to solicit current employees or customers of the Company, for a period of twelve months from the effective time of the Merger. Pursuant to the non-competition agreement signed by the Company's Chief Executive Officer, he has agreed not to compete with all of the existing businesses of the Company and not to solicit current employees or customers of the Company, for a period of three years from the effective time of the Merger. All of the specified employees have also agreed to keep confidential certain information of the Company.

Indemnification. The Merger Agreement provides that, after the effective time of the Merger, ValueClick will cause the Company to indemnify, advance expenses to and hold harmless, to the fullest extent required or permitted under applicable law and to the extent not covered by insurance, the present and former directors and officers of the Company and its subsidiaries in respect of acts or omissions occurring prior to or after the effective time of the Merger, including in connection with the Merger Agreement and the transactions contemplated thereby. In the Merger Agreement, ValueClick has agreed to cause the certificate of incorporation and by-laws of the Company to maintain in effect, for a period of six years after the effective time of the Merger, the current provisions contained in the certificate of incorporation and by-laws of the Company regarding the elimination of liability of directors, indemnification of directors, officers and employees and advancement of expenses. ValueClick has also agreed that, from and after the effective time of the Merger, it will cause the Company to honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors or officers, and any indemnification provisions under the Company's certificate of incorporation or by-laws, existing at the date of the Merger.

The Company has agreed to purchase, within 28 days after the Expiration Date (as defined in the Merger Agreement), run-off or "tail" insurance coverage under its existing directors' and officers' liability insurance polices, or from other insurer, that provides coverage, for a period of six years after the effective time of the Merger, for the Company's directors and officers for claims arising from facts or events that occurred at, or prior to, the effective time of the Merger Agreement and the consummation of the transactions contemplated thereunder. Such insurance coverage shall be substantially equivalent to the coverage afforded by the Company's existing policies, or if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that the aggregate cost for the purchase of such insurance coverage (for the entire six year "tail" coverage period) shall not exceed $1,800,000.

Recommendation of the Board. On August 10, 2005, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer, are fair to and in the best interest of the holders of the Shares, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Offer, and (iii) declared advisable and recommended that the Company's stockholders, if required, adopt the Merger Agreement and the transactions contemplated thereby, including the Offer, and approved the filing of this Statement to recommend that the Company's stockholders accept the Offer and tender their Shares in the Offer. At such meeting, the Board also, among other things, approved, for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, the disposition by the directors and executive officers of the Company of securities in the Offer and the proposed Merger.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS ACCEPT
THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

A letter to the Company's stockholders communicating the recommendation of the Board appears as the cover page to this Statement. The letter is also filed as Exhibit (a)(3) to this Statement and is hereby incorporated herein by reference.

Background of the Offer; Contacts with ValueClick and Acquisition Sub. Since the closing of the Company's initial public offering in April 2005, the Company has pursued a strategy of broadening its products and services that it offers to customers. While the Company believes that it offers very competitive network advertising services, its management believes a broader suite of products and services would offer greater prospects for growth and profitability, particularly under the circumstances of the announced entry or prospective entry of much larger entities, namely Google and Yahoo!, into the space in which the Company competes. In pursuit of this strategy, the Company's management and the Board evaluated a number of potential acquisitions or business combinations. The Board recognized that the Company had a limited amount of available cash for acquisitions. The Board was also of the view that the Company's common stock would have limited appeal as transaction consideration to acquisition targets because of the decline in the stock price since its initial public offering and the Company's relatively small market capitalization and public float. Further, if the Company were to use its common stock at its then-current trading price as currency for acquisitions at prices that could reasonably be expected to be negotiated with attractive targets, all of the Company's existing stockholders would suffer a degree of dilution that would be greater than if the Company's common stock were trading at a higher price. The Board had no assurance that by waiting, either to engage in business combination discussions with others, including ValueClick after its unsolicited inquiry, or to pursue aggressively a buildup through acquisitions, the Company's common stock price would increase inasmuch as the Board perceived an increasingly more competitive and consolidating sector in which it was a participant that could continue to depress the trading price of its common stock. Therefore, the Board believed that the availability of attractive and executable acquisitions by which to implement a buildup strategy would be limited in the foreseeable future. None of the potential acquisitions by the Company that were evaluated reached the stage of a definitive proposal or negotiation of terms of a transaction. The business combination proposed by ValueClick, after examination by the Board, was viewed not as a sale of the Company but as an opportunity to provide a much more robust suite of products and services than the Company would be able to provide as a separate entity going forward, even assuming it was able to identify, close and integrate desirable acquisition candidates or, alternatively, successfully design and build or develop new products and services internally. The business combination with ValueClick was ultimately judged by the Board to be strategically better than the Company's pursuing its own buildup of its products and services offerings and a better alternative for protecting and increasing equity value for its stockholders.

The following is a chronology of the meetings and events leading to the signing of the Merger Agreement:

On May 17, 2005, ValueClick's Chief Administrative Officer, Samuel Paisley, contacted Fredric Harman, a director of the Company, and held a telephone conversation to briefly discuss each company's corporate development program and overall business strategy. Messrs. Harman and Paisley also discussed generally the possibility of a strategic transaction between the Company and ValueClick, and Mr. Paisley suggested that Mr. Harman meet in person with James Zarley, ValueClick's Chairman and Chief Executive Officer, and Mr. Paisley at ValueClick's offices to further discuss the respective companies' businesses, future plans and the possibility of a business combination. Later that day, Mr. Harman notified Robert Davis, another director of the Company, of Mr. Paisley's call and Mr. Davis in turn notified Dan Nova, another director of the Company. Messrs. Harman, Davis and Nova held a telephone conversation and concurred with one another that Mr. Harman should attend a meeting to learn more about ValueClick's expression of interest, on the understanding that no non-public information about the Company would be provided and that no negotiations would be engaged in. They agreed that it would be inadvisable to involve the Company's management in time-consuming and potentially distracting very preliminary talks when the level of ValueClick's interest and any parameters of a possible business combination were unknown.

On June 7, 2005, Mr. Harman met with Messrs. Zarley and Paisley at ValueClick's corporate offices in Westlake Village, California. Messrs. Zarley and Harman discussed each company's corporate development program and business strategy, as well as its ownership, board membership, management team, financial position, competitive position and operating performance. No non-public information was exchanged. The potential strategic advantages of combining the companies were discussed, including potential increases in scale of business, broader marketing solutions for an expanded customer base, the potential for enhanced profitability and greater financial strength. The participants in the meeting also discussed possible approaches for structuring and implementing a business combination, but did not address the financial terms of any possible business combination, including any potential exchange ratio.

On June 8, 2005, during the executive session of a regularly scheduled meeting of the Board in which, as a matter of course, Kurt Johnson, the Company's Chief Executive Officer and also a director, did not participate, Mr. Harman reported to the other directors on the initial call he had received from Mr. Paisley and the previous day's meeting at ValueClick, stating his belief that ValueClick's interest seemed serious and the prospect of a transaction that would serve the best interests of the Company's stockholders appeared worth exploring further. The directors in that executive session agreed that further discussions with ValueClick would have to be predicated on an indication from ValueClick that it was contemplating a business combination with an exchange ratio that would give to the Company's stockholders an appropriate participation level in the combined business going forward and would represent a premium over the current market price of the Company's common stock that the Board would consider adequate. If that were to occur, it was agreed that Mr. Johnson should be informed of the preliminary discussions and involved in any further discussions regarding the possibility of a business combination with ValueClick.

Later that week, Mr. Zarley indicated in a telephone conversation with Mr. Harman that ValueClick would consider a business combination based on an equity value for the Company in the range of $200 million to $210 million. The non-management directors of the Company conferred and determined that a minimum indication of equity value for the Company of $200 million and the expression of a range that extended somewhat higher was sufficiently encouraging that exploratory discussions could proceed. Mr. Harman then informed Mr. Johnson by telephone of the preliminary discussions and of the Board's desire that he be involved in any further discussions relating to such a possible transaction.

From June 7 through June 14, 2005, Messrs. Zarley and Harman had further telephone conversations to discuss the possibility of a merger and potential terms. During these telephone conversations, Mr. Zarley agreed to meet with Mr. Johnson to discuss the possible merger of the two companies. During this period, Mr. Zarley called Mr. Davis to inform him of ValueClick's interest in exploring a business combination with the Company, but no proposed terms were discussed. Also during this time, in telephone conversations among themselves, the Board determined that the Company should engage an investment banking firm to act as its investment advisor. The Board reviewed various investment banking firms, including those that had served as underwriters of its initial public offering, for selection as the Company's financial advisor. The Board determined that (1) the considerable experience of Thomas Weisel Partners LLC ("Thomas Weisel Partners") in the sector in which the Company operates, and particularly the mergers and acquisition experience in relevant transactions in that sector of the senior members of the proposed Thomas Weisel Partners team that would advise the Company, (2) the knowledge of the Company that Thomas Weisel Partners had obtained as a result of having been an underwriter of the Company's initial public offering and (3) the accessibility of the senior members of the proposed Thomas Weisel Partners team best qualified that firm to be selected as the Company's financial advisor. Further, the independence of Thomas Weisel Partners in taking and performing the engagement was examined by the Board, and no issues qualifying Thomas Weisel Partners' independence for the engagement were determined to be present.

Accordingly, the Board determined, subject to negotiating acceptable terms, to engage Thomas Weisel Partners as the Company's financial advisor. The terms of engagement, including financial terms, were negotiated, with the Board determining those terms to be customary market terms for such an engagement, and Thomas Weisel Partners was formally engaged as the Company's financial advisor. Similarly, the Board identified Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. ("Mintz Levin") as the legal firm to be engaged as the Company's legal advisor, subject to negotiation of acceptable terms.

On June 14, 2005, Mr. Johnson consulted with representatives of Thomas Weisel Partners regarding the transaction process, including pre- and post-signing market-check processes. They also discussed potential synergies with ValueClick and other potential merger partners whom the Company might determine to contact.

On June 15, 2005, the Board, with representatives of Mintz Levin and Thomas Weisel Partners in attendance, held a telephonic meeting to discuss the preliminary discussions that had occurred with ValueClick. After the directors involved in the discussions provided an overview, representatives of Mintz Levin advised the Board regarding its duties in the context of a process that could lead to a business combination transaction involving the Company. The Board authorized Mr. Johnson to proceed with an exploratory meeting with Mr. Zarley but without disclosing any non-public information about the Company until such time as an appropriate nondisclosure agreement was in place.

On the evening of June 15, 2005, Messrs. Zarley and Johnson had a dinner meeting in Westlake Village, California, during which they discussed each company's corporate development program and business strategy, as well as each company's management team, financial position, competitive position and operating performance. They also discussed the potential strategic advantages of combining the companies, including potential increases in scale of business, broader marketing solutions for an expanded customer base, the potential for enhanced profitability and greater financial strength. No non-public information was exchanged. Messrs. Zarley and Johnson agreed to meet again to discuss cost reductions that would be possible as a result of a possible merger and possible approaches to integrating the operations of the Company and ValueClick.

Between June 15 and June 20, 2005, in telephonic meetings, the Board, with the assistance of Thomas Weisel Partners, identified other potential parties that the Company might approach to discuss a strategic business combination. A list of 13 other parties to be considered for possible contact was developed on the basis of knowledge of potential merger partners on the part of Thomas Weisel Partners, the Board and the Company's management, perceived strategic fit, stock currency, accretion or dilution from a potential stock transaction, recent mergers and acquisition activity and mergers and acquisition approach to growth, and the Company's competitive concerns. Based on extensive discussions of these factors, the list was narrowed to a list of six parties that were perceived by the Board and the Company's management, with the advice of Thomas Weisel Partners, as the best merger candidates to approach.

On June 17, 2005, ValueClick and the Company executed a mutual nondisclosure agreement, and Messrs. Zarley and Johnson, along with David Yovanno, General Manager of ValueClick's U.S. Media division, met at ValueClick's corporate offices in Westlake Village, California to discuss their respective company's business plans, customers, publishers, revenue streams, personnel, competitive position, operating performance and cost reductions that could be achieved by eliminating duplicative activities assuming consummation of the proposed merger.

Between June 17 and June 28, 2005, representatives of ValueClick and the Company participated in due diligence calls in which they asked and replied to questions regarding various aspects of each other's company and issues relating to a possible business combination transaction. During this time, members of the Board held five telephonic meetings with the Company's management and Mintz Levin and Thomas Weisel Partners to keep abreast of these contacts and to assess the status of and give direction regarding the dialogue. In instances in which less than all directors participated in these

meetings, follow-up calls were made to inform non-participating directors of developments and information and views expressed in the telephonic meetings and to obtain their input. The Board also continued to assess the Company's competitive position and prospects as an independent company, and discussed the Company's other strategic alternatives.

During the period from June 17 through July 19, 2005, with the concurrence of all of the Company's directors, Messrs. Harman, Davis and Nova and representatives of Thomas Weisel Partners made preliminary inquiries of and follow-up contacts with six parties other than ValueClick to ascertain whether they had an interest in exploring a business combination transaction with the Company and, if so, on what possible terms. These six other potential merger partners were identified in the telephonic meetings of members of the Board during this period, with advice from Thomas Weisel Partners, as being companies whose businesses, market positions and perceived strategies and capabilities might make them potentially interested in a business combination with the Company that would provide its stockholders an opportunity to carry forward their equity investment in a combined enterprise with a better prospect for success and higher equity value for the Company's stockholders than continuing to pursue the Company's strategy of a buildup of its own business. In several cases, the possible merger partners had made acquisitions within the past year that led the Board to believe that a business combination might afford a special opportunity for synergies with one of them for the benefit of the Company's stockholders following a business combination. In other cases, the potential merger partners were substantially larger and market-leading enterprises that had made pronouncements of their intended or possible significant participation in the sector in which the Company operates. The Board believed that one of those companies might perceive partnering with the Company as a way of accelerating and enhancing its own participation in the space in which the Company operates. If so, that company might be willing to enter into a business combination with the Company on terms that would provide its stockholders with an appropriate level of participation in a combined enterprise having a better prospect for success and higher equity value for its stockholders than either the Company pursuing its buildup strategy or the Company entering into a business combination with another party.

The preliminary contacts with the six other potential merger partners resulted in nondisclosure agreements being entered into with three of them on terms substantially similar to the terms of the nondisclosure agreement between ValueClick and the Company. Additional preliminary discussions involving the Company's senior management were held with four of these companies, including preliminary business and financial due diligence sessions with the three who had entered into nondisclosure agreements. None of these preliminary inquiries, follow-up contacts or subsequent discussions led to the making of a proposal for the Company to combine with any of the six other parties. While continuing its discussions with ValueClick, the Board and the Company's management continued to assess and carry forward in parallel its strategy of a buildup through strategic acquisitions and internal development of products and services, while recognizing that, if it pursued its buildup strategy rather than combining with ValueClick or another merger partner, that course entailed increasing risk as a result of the market entry of larger and stronger competitors.

On June 26, 2005, members of the Board held a telephonic meeting, which was attended by representatives of Mintz Levin and Thomas Weisel Partners. At the meeting, Mr. Johnson reported that Mr. Zarley had expressed strong interest in a business combination transaction with the Company based on an equity value for the Company of $200 million and that ValueClick would consider a business combination in which the consideration would be part-stock and part-cash. The directors in attendance all expressed the view that an all-stock transaction was strongly favored because they believed that ValueClick's common stock was already undervalued and had excellent prospects for increasing considerably without regard to a merger with the Company, that a combined company would be able to compete very successfully, leading to even higher equity value, and that the Company's stockholders should have the opportunity to participate to the maximum extent possible in the

opportunity for future increases in the equity value that the directors believed the combined enterprise could reasonably be expected to have. The directors discussed the equity value for the Company stated by Mr. Zarley as a basis for a possible business combination. With the advice of Thomas Weisel Partners, the Board agreed that the Company should seek to determine whether ValueClick would consider a business combination based on a higher equity value and should inform ValueClick that the Company would not otherwise be interested in further discussions regarding the possibility of a business combination with ValueClick. The Board also received a report from representatives of Thomas Weisel Partners and Mr. Davis of the status of contacts with other potential parties to a business combination with the Company.

On June 28, 2005, members of the Board met again telephonically, along with representatives of Mintz Levin and Thomas Weisel Partners. Blake Warner, of Thomas Weisel Partners, reported on a telephonic meeting with one of the potential merger partners other than ValueClick in which members of senior management of both companies participated. The sense Mr. Warner conveyed to the Board was that it was not likely that such other party would pursue a transaction because of a lack of a perceived strategic fit with the Company. Status reports on follow-up contacts and scheduled calls with or the providing of requested data to other potential merger partners were given by Mr. Warner and Mr. Davis. Mr. Warner also reported on a conversation between representatives of Thomas Weisel Partners and Mr. Paisley that day regarding ValueClick's current thinking about a possible transaction. Mr. Warner reported that Mr. Paisley continued on behalf of ValueClick to express to Thomas Weisel Partners its interest in a business combination based on a $200 million equity value for the Company that could include cash as a portion of the consideration and ValueClick's rationale for that position, despite ValueClick's being told that a $200 million equity value for the Company would be insufficiently attractive for the Company to proceed with further discussions. The Board, with advice from Thomas Weisel Partners, reiterated their resolve to seek a higher equity value for the Company in a possible all-stock merger with ValueClick as a basis for proceeding with discussions with ValueClick and authorized Thomas Weisel Partners to so inform ValueClick.

On July 1, 2005, Mr. Paisley and Mr. Warner and Robert Kitts, of Thomas Weisel Partners, discussed in detail the potential strategic advantages of combining the two companies, the relative contributions of each company to revenue and profitability of the merged enterprise, trading multiples of comparable public companies, recent comparable transactions and potential terms of a merger, including a possible exchange ratio for a merger. Mr. Kitts told Mr. Paisley that it would be necessary to increase the exchange ratio previously indicated by ValueClick and Mr. Paisley informed Mr. Kitts that there was some flexibility on the Company's equity value in a possible business combination of ValueClick and the Company. On that day, members of the Company's senior management also made an informational presentation to executives from one of the other possible parties to a business combination involving the Company.

Between July 1, and July 19, 2005, Messrs. Harman, Johnson, Warner, Kitts, Zarley and Paisley conducted telephone conversations to discuss potential terms of the proposed merger. Members the Board continued to have periodic updating calls with the Company's management and Mintz Levin and Thomas Weisel Partners with respect to the status of the negotiations.

On July 8, 2005, the Board met, with all directors and representatives of Mintz Levin and Thomas Weisel Partners attending. Mr. Kitts reviewed the status of contacts and discussions with parties other than ValueClick and advised that it appeared that five of the six other parties had decided not to pursue a business combination transaction with the Company at that time. John Pleasants, a director of the Company, stated that, in a telephone conversation he had received, the sixth other potential merger partner, which had earlier said that it could not begin considering the possibility of a business combination transaction for at least 90 days confirmed that it remained unable to consider such a transaction anytime soon. Notwithstanding the earlier indication that this party could not timely commence consideration of a business combination with the Company, members of the Company's

senior management had arranged to make and had made a presentation to such party in the hope of evoking stronger interest and accelerating the time for consideration of a possible merger, but to no avail. The Board considered that this party, besides stating that it could not begin to consider a possible business combination for at least 90 days, did not indicate any interest at all in a transaction with the Company and offered no encouragement or assurance at all that it would after 90 days or at any other time begin such consideration or have any interest whatsoever in a business combination with the Company. The consensus of the Board at the meeting was that, despite the efforts of the Company and Thomas Weisel Partners, no business combination transaction with any of these six potential merger partners was in prospect. Mr. Kitts presented to the Board preliminary valuation analyses of the Company, ValueClick and the two as a combined entity, as well as an analysis of a possible merger transaction at various equity values for the Company, starting with $200 million and including $210 million and higher equity values. Mr. Kitts reported that Mr. Paisley had told him that ValueClick had determined it could not combine with the Company if the equity value for the Company were greater than $210 million. The Board instructed Thomas Weisel Partners to nonetheless seek from ValueClick an offer to increase the equity value for the Company in an all-stock merger by offering an exchange ratio in the range of 0.825:1 and 0.85:1, rather than the 0.7757:1 implied by the $210 million equity value last stated by Mr. Paisley as possibly acceptable by ValueClick. Mr. Kitts informed the Board he would invite ValueClick to make an all-stock offer for a business combination with an exchange ratio of 0.85:1. Meanwhile, as it appeared to the Board that ValueClick was unwilling to increase the equity value for the Company, the Board encouraged the Company's management to prepare to move ahead with dialogue with the most desirable acquisition target for the Company that the Board had identified in connection with the Company's buildup strategy.

On July 13, 2005, the Board met again, with all directors and representatives of Mintz Levin and Thomas Weisel Partners attending. At the meeting, Mr. Warner summarized the discussions with ValueClick that had occurred since the Board's last meeting, reporting that a business combination with an equity value for the Company in the $220 million range had been discussed in the context of a part-cash and part-stock business combination, and Mr. Zarley had indicated the equity value for the Company might be lower if the transaction were structured as an all-stock merger. The Board's members expressed a determination to pursue a business combination transaction with ValueClick that would provide the best opportunity for the Company's stockholders to obtain long-term value for their investment in the Company. The Board's members reiterated their desire for an all-stock merger, rather than a part-stock and part-cash merger. Mr. Warner reported that Mr. Paisley had told him that a formal offer was imminent but that some further analysis had to be carried out first by ValueClick's management team.

On July 19, 2005, Mr. Paisley called Mr. Warner and stated that ValueClick would find acceptable a $215 million equity value, which he said corresponded to an exchange ratio of 0.77:1, for a business combination of ValueClick and the Company. Thomas Weisel Partners in telephone conversations then clarified with Mr. Paisley that such a dollar value actually corresponded to an exchange ratio of 0.80:1, based on a more accurate quantification of the shares of the Company's common stock subject to stock options, which represented a premium of 20.2% on the basis of the most recent closing price for the Company's common stock.

On July 20, 2005, Mr. Zarley submitted a non-binding term sheet to the Company. The term sheet proposed a stock-for-stock merger at an exchange ratio of 0.80 of a share of ValueClick common stock for each share of the Company's common stock, representing an equity value for the Company of approximately $215 million based on the then-current ValueClick common stock price. The offer outlined in the term sheet was subject to certain conditions, including the delivery of signed employment agreements, noncompetition agreements and stock lock-up agreements by key employees of the Company that would place restrictions on the ability of the Company's employees to sell the shares of ValueClick common stock they would receive in the merger. The term sheet also proposed a

termination fee and an expense reimbursement provision equivalent to 4% and up to 1% of the transaction value, respectively, based on the then-current ValueClick common stock price, that would be payable in the event that the Board terminated the merger agreement to pursue a superior proposal or in certain other circumstances. The term sheet also provided that the holders of an aggregate of at least 60% of the Company's outstanding common stock would be required to enter into voting agreements pursuant to which they would be required to vote their shares of the Company's common stock in favor of the merger.

The members of the Board found the proposed equity value for the Company implied in the term sheet adequate to continue the negotiations with ValueClick, but concluded that a number of the other terms of the offer in the term sheet would need to be negotiated so as to be more favorable to the Company's stockholders in order for a business combination transaction with ValueClick to be entered into by the Company. Among such matters was the absence of an unequivocal "fiduciary out" provision in the term sheet that would, regardless of any voting or similar agreements, allow the Board to provide confidential information in response to unsolicited inquiries and, subject to paying a reasonable termination fee and other customary procedures, allow the Board to terminate the merger agreement to pursue a superior proposal. The Board was adamant that such provisions be included in any merger agreement and ValueClick acceded to this requirement, as reflected in the merger agreement that was subsequently first circulated by ValueClick's legal counsel. Over the period from July 20 through July 22, 2005, the companies' respective legal advisors, senior executives and representatives from Thomas Weisel Partners discussed the term sheet, and both companies agreed to begin negotiating a merger agreement and to commence detailed due diligence.

On July 22, 2005, Sameer Jindal, of Thomas Weisel Partners, responded to the non-binding term sheet on behalf of the Company by submitting to Mr. Paisley a mark-up of the term sheet indicating proposed modifications. Among the proposed modifications was a limiting of the employee-related conditions, including elimination of any employee stock lock-up agreements, representation on the ValueClick board by a designee of the Company, a reduction in the termination fee to the equivalent of 3% of the transaction consideration and a provision for expense reimbursement equivalent to up to 1% of the transaction consideration at the then-current ValueClick common stock price, based on advice from Thomas Weisel Partners regarding termination fees in comparable transactions, and a reduction in the circumstances in which it would be payable. Mr. Jindal's proposed changes also included a requirement that the proposed stockholder voting agreements would terminate upon any termination of the merger agreement, including any termination by the Board to pursue a superior proposal.

On July 22, 2005, ValueClick and the Company, together with their respective legal and financial advisors, began discussing a potential timetable for a business combination as well as the general terms of the merger agreement and other related agreements. On that same day, management representatives from each company met in Santa Barbara, California to discuss due diligence matters, including detailed information requests.

On July 25, 2005, Gibson, Dunn & Crutcher LLP, ValueClick's legal counsel, provided initial drafts of the merger agreement and the exchange agreements. The draft merger agreement provided for, among other things, a tentative exchange ratio of 0.80:1 and proposed that the transaction be accomplished in two steps, including a first-step exchange offer and then a second-step merger. The exchange agreements were intended to serve as a substitute for the Company's stockholder voting agreements, providing that the key Company stockholders would be committed to exchange their shares of the Company's common stock for shares of ValueClick common stock, subject to certain conditions, in the proposed exchange offer. The proposed form of exchange agreements contemplated to be entered into by the holders of an aggregate of 58% of the outstanding shares of the Company's common stock, provided, among other things, that they would terminate upon the termination of the merger agreement, including termination by the Board to pursue a superior proposal.

From July 22 through August 3, 2005, ValueClick and the Company, and their respective financial, legal and accounting advisors, each conducted business, financial and legal due diligence reviews regarding each other's businesses, and negotiated the terms of the merger agreement and related documents. Among the terms negotiated was that the Company's stockholders who had registration rights with respect to shares of the Company's common stock that they held would terminate those rights and those of them and others who are or may be affiliates of the Company would enter into Rule 145 affiliate letters in customary form.

On July 26, 2005, following a telephonic meeting of members of the Board with Mintz Levin and Thomas Weisel Partners earlier that day, the Board held a regularly scheduled meeting in Santa Barbara, California, at which all directors were present in person or by telephone. Messrs. Zarley and Paisley, along with Jeff Pullen, ValueClick's Chief Operating Officer of U.S. operations, had been invited to address the meeting by telephone and they presented to the Board ValueClick's overall business strategy, performance trends and their views as to the strategic advantages of combining ValueClick and the Company. After Messrs. Zarley, Paisley and Pullen left the meeting, the Board authorized the Company's management and Mintz Levin and Thomas Weisel Partners to continue negotiations with ValueClick.

On July 28, 2005, members of the Board met telephonically to receive an update of the status of the negotiations with ValueClick and, with the advice of Mintz Levin and Thomas Weisel Partners, authorized the Company's management and such advisors to continue the negotiations.

Between July 28 and August 2, 2005, members of the Board held four telephonic meetings with Mintz Levin and Thomas Weisel Partners to be informed about, discuss and give guidance regarding the negotiations. On August 1, 2005, members of the Board not affiliated with its two major stockholders conferred by telephone with Mintz Levin. After having received the advice of Mintz Levin, each of them confirmed his belief that the Company's two major stockholders and the Company's other stockholders continued to be similarly situated with respect to the proposed transaction with ValueClick as it then appeared to be developing and that, therefore, their own fiduciary duties and those of the directors affiliated with the two major stockholders continued to be the same as previously advised by counsel and performed to date and that no different director procedures or duties would apply in connection with further consideration or approval of the proposed transaction.

On August 2, 2005, Messrs. Johnson and Nova, Massoud Entekhabi, a director of the Company, and Messrs. Warner and Kitts met with members of ValueClick's senior management team at ValueClick's corporate offices in Westlake Village, California to conduct certain due diligence reviews with respect to ValueClick and to discuss a limited number of terms of the proposed transaction that had not been resolved. Those issues were resolved in such meeting, in a follow-up telephone call between Mr. Nova and Mr. Zarley and in another telephone call between representatives of Thomas Weisel Partners and Mr. Paisley. The resolutions of the issues were reported back to the respective legal counsel of ValueClick and the Company for implementation in the transaction documentation. Among other issues negotiated on August 2, 2005 was an adjustment of the exchange ratio from 0.80:1 to 0.7928:1. The adjustment arose as a result of concerns on the part of ValueClick that transaction-related expenses would reduce the value of the transaction to ValueClick. After discussion, and although the transaction-related expenses were recognized to be customary and reasonable, a compromise was reached such that only $2,000,000 of the approximately $5,000,000 of identified transaction-related expenses resulted in a downward adjustment in the exchange ratio.

On August 3, 2005 and substantially simultaneously with a ValueClick board meeting on that day, the Board met in Santa Monica, California, with certain members participating telephonically, to consider and act upon the proposed ValueClick transaction and related matters. All six directors attended in person or by telephone. At the meeting, representatives of Mintz Levin advised the Board as to its duties regarding the consideration and actions being undertaken, reviewed the background of

the transaction to date and the actions of the Board taken or required in fulfillment of its duties, and also advised the Board regarding what its duties might require prior to the closing of the business combination with ValueClick. Representatives of Thomas Weisel Partners then made a presentation in connection with delivery by Thomas Weisel Partners of its proposed opinion that the consideration to be received by the Company's stockholders in the proposed transaction was fair, from a financial point of view. Members of the Board asked questions of and received answers from the Company's legal and financial advisors. The Board discussed the proposed transaction at length and the actions proposed to be taken. Prior to the taking of any action with respect to the proposed transaction, Mr. Nova received a call from representatives of ValueClick, informing him of the determination by ValueClick's board of directors at its meeting that day that the negotiations and legal documents with respect to the proposed merger could not be completed prior to August 4, 2005 and that negotiations should be delayed. Consequently, after receiving advice from Mintz Levin, no action was then taken by the Board on the proposed transaction. With the authorization of the Board, Mr. Nova requested that Messrs. Zarley, Paisley and Pullen join the meeting of the Board by telephone. Mr. Zarley explained to the Board the results of the ValueClick board meeting. After a discussion of the status of negotiations and the preparation of legal documents, and although the Company was prepared to approve and enter into a merger agreement, in light of the position of ValueClick's board on entering into a merger agreement on August 3, 2005 that had been communicated, Mr. Zarley and the Board agreed that the parties would communicate with each other over the next few days after each company's earnings call on August 4, 2005. After the departure of Messrs. Zarley, Paisley and Pullen and following further discussion, the Board concluded that, if the proposed transaction could be promptly resumed, it should be, and the Board directed the Company's management and Mintz Levin and Thomas Weisel Partners to continue negotiations. The Board then adjourned the meeting to another date and time of which further notice would be given.

On August 5, 2003, Messrs. Zarley and Harman agreed on behalf of the parties to continue due diligence activities and negotiation.

From August 5 through 10, 2005, ValueClick and the Company and their respective financial, legal and accounting advisors each completed their business, financial and legal due diligence reviews and finalized the terms of the merger agreement and related documents. During this period of time, members of the Board met daily with the Company's management and Mintz Levin and Thomas Weisel Partners by telephone to be informed about, discuss and guide the negotiation and resolution of issues in the proposed transaction. To the extent that the issues and documents related to the proposed exchange agreements and the relation thereto of waivers by the underwriters of lockup agreements entered into in connection with the Company's initial public offering, legal counsel for ValueClick and the stockholders contemplated to be parties to the exchange agreements, as well as Mintz Levin, participated in discussions and negotiations.

On August 10, 2005, the Board reconvened its meeting that had been adjourned on August 3, 2005. All members of the Board participated telephonically. The Board reviewed the status of the proposed transaction and the resolution of various issues that had been negotiated over the past week. With further advice from Mintz Levin and after a presentation by Thomas Weisel Partners that updated that firm's presentation from a week earlier, the Board requested that Thomas Weisel Partners deliver its opinion that as of such date the consideration to be received by the Company's stockholders in the transaction was fair from a financial point of view. After further discussion during which questions were asked and answers received, the Board accepted such opinion, subject to its delivery in final form, and resolved unanimously to approve the Merger Agreement, the Offer and the Merger, to recommend to the Company's stockholders that they adopt the Merger Agreement and tender their shares for exchange pursuant to the Offer, and to approve certain other resolutions relating to the proposed transaction.

Later on August 10, 2005, the Company was informed that ValueClick's board of directors held a telephonic meeting at which it reviewed the terms of the proposed merger and approved, by a vote of five in favor and none opposed, the Merger Agreement and related agreements and the transactions contemplated by those agreements.

On August 10, 2005, the Company and ValueClick entered into the Merger Agreement. In connection with the execution of the Merger Agreement, the Exchanging Holders entered into the exchange agreements with ValueClick.

On August 11, 2005, ValueClick and the Company issued a joint press release announcing the signing of the merger agreement.

Reasons for the Board's Recommendation. The Board's recommendation that the holders of the Shares accept the Offer and exchange their Shares in the Offer is based on a unanimous determination that the Offer is fair to and in the best interest of the holders of the Shares.

In reaching its decision that the Offer is fair to and in the best interest of the holders of the Shares, the Board considered numerous factors in consultation with the Board's legal and financial advisors, including but not limited to the following:

The preceding discussion of the reasons for the Board of Director's recommendation is not intended to be exhaustive, but does set forth the principal reasons for the Board's recommendation. The Board did not quantify or otherwise assign relative weights to the specific reasons supporting its recommendation. In addition, individual members of the Board may have given different weights to different reasons.

Opinion of the Company's Financial Advisor. The Board engaged Thomas Weisel Partners to act as its financial advisor and to render a fairness opinion in connection with the proposed (i) Offer by ValueClick to acquire each outstanding share of the Company and (ii) following consummation of the Offer, the merger of Acquisition Sub with and into the Company. The Company selected Thomas Weisel Partners to act as its financial advisor in connection with the Merger based on Thomas Weisel Partners' experience, expertise and reputation, and its familiarity with the Company's business.

On August 10, 2005, Thomas Weisel Partners delivered to the Board its written opinion that, as of that date, and based upon the assumptions made, matters considered and limits of review set forth in Thomas Weisel Partners' written opinion, the consideration to be received by the Company's stockholders pursuant to the Offer and the Merger (the "Transaction Consideration") was fair to such stockholders from a financial point of view.

The full text of Thomas Weisel Partners' written opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the

review undertaken by Thomas Weisel Partners in delivering its opinion, is attached as Annex A to this Statement. Stockholders should read the opinion carefully and in its entirety. The following description of Thomas Weisel Partners' opinion is only a summary of the written opinion and is qualified in its entirety by the written opinion and is not a substitute for the written opinion.

Thomas Weisel Partners directed its opinion to the Board in its consideration of the Offer and the Merger, and the Board was permitted to rely on the opinion. The opinion does not constitute a recommendation to the stockholders of the Company as to whether they should tender their shares in the Offer or how they should vote with respect to the Merger. The opinion addresses only the financial fairness of the Transaction Consideration to the stockholders of the Company as of the date of the opinion. It does not address the relative merits of the Offer and the Merger or any alternatives to the Offer and the Merger. Further, it does not address the Company's underlying decision to proceed with or effect the Offer and the Merger, or any other aspect of the Offer and the Merger.

In preparing its opinion, Thomas Weisel Partners did not assume any responsibility independently to verify the foregoing information and have relied on its being accurate and complete in all material aspects. Thomas Weisel Partners also made the following assumptions:

The following represents a brief summary of the material financial analyses performed by Thomas Weisel Partners in connection with providing its opinion to the Board. Some of the summaries of financial analyses performed by Thomas Weisel Partners include information presented in tabular format. In order to fully understand the financial analyses performed by Thomas Weisel Partners, you should read the tables together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Thomas Weisel Partners.

Based on public and other available information, Thomas Weisel Partners calculated the implied enterprise value of the Company (which Thomas Weisel Partners defined as market capitalization plus total debt less cash and cash equivalents), the implied per share value of the Company, and the implied exchange ratio of the Company. The multiples that were analyzed by Thomas Weisel Partners were derived by (i) dividing the enterprise value of each company (based on closing stock prices on August 9, 2005) by its estimated EBITDA, (ii) dividing the closing price per share of the common stock of each company on August 9, 2005 by its estimated 2005 and 2006 earnings per share (the PE ratio) and (iii) dividing the PE ratio of the common stock of each company on August 9, 2005 by its

estimated earnings growth rate (or P/E/G). Projected 2005 and 2006 information for the Company was based on publicly available investment banking research. Projections for the other selected companies were based on Thomas Weisel Partners' research and other publicly available investment banking research. Thomas Weisel Partners believes that the six companies listed below have operations similar to some of the Company's operations, but noted that none of these companies has the same management, composition, size or combination of businesses as the Company:

	Enterprise Value/ EBITDA 2005E	Per Share Price/ EPS 2005E
Third Quartile	24.6x	41.1x
Mean	19.7x	37.8x
Median	20.2x	35.3x
First Quartile	18.1x	33.7x
Implied Fastclick Enterprise Value (millions)	$235.0 - $255.3	$211.7 - $247.9
Implied Fastclick Equity Value (millions)	$316.2 - $336.5	$292.9 - $329.2
Implied Fastclick Per Share Value	$14.76 - $15.68	$13.69 - $15.35
Implied Fastclick Exchange Ratio	1.1378x - 1.2092x	1.0558x - 1.1834x
Fastclick Multiple	8.1x	20.9x
ValueClick Multiple	13.9x	24.4x

	Enterprise Value/ EBITDA 2006E	Per Share Price/ EPS 2006E	P/E/G 2006E
Third Quartile	14.4x	27.4x		115%
Mean	13.2x	26.0x		97%
Median	14.2x	26.2x		96%
First Quartile	14.2x	25.1x		79%
Implied Fastclick Enterprise Value (millions)	$246.7 - $264.7	$235.6 - $246.2	$	78.6 - $115.1
Implied Fastclick Equity Value (millions)	$327.9 - $345.9	$316.8 - $327.4	$	159.9 - $196.4
Implied Fastclick Per Share Value	$15.29 - $16.11	$14.78 - $15.27	$	7.60 - $9.28
Implied Fastclick Exchange Ratio	1.1789x - 1.2423x	1.1398x - 1.1772x		.5862x - .7153x
Fastclick Multiple	5.6x	16.8x		105%
ValueClick Multiple	10.1x	18.9x		84%

The implied values for the Company above were each based on a range of multiples of first quartile to mean. The quartiles were calculated using statistical interpolation to divide the probability distribution into four equal areas.

The multiples derived from the implied estimated enterprise values, revenues, EBITDA, EPS and P/E/G of the companies listed above were calculated using data that excluded all extraordinary items and non recurring charges, were pro forma for pending acquisitions, and assumed a tax rate equal to 35%. In each case, Thomas Weisel Partners multiplied the ratios derived from its analysis by the Company's applicable estimated revenues, EBITDA, EPS and P/E/G to calculate the resulting price ranges and exchange ratios listed above

While the comparable company analysis compared the Company to six companies in the online marketing services industry, Thomas Weisel Partners did not include every company that could be deemed to be a participant in this same industry, or in any specific sectors of this industry.

Thomas Weisel Partners analyzed the relative contributions of the Company and ValueClick to the pro forma combined company with respect to EBITDA and net income for the estimated results for the 2005 and 2006 fiscal years. Since the second half of 2005 would include full contribution from ValueClick's WebClients and E-Babylon acquisitions, Thomas Weisel Partners used annualized last two quarters of 2005 as a proxy for fiscal 2005 for both ValueClick and the Company. Thomas Weisel Partners then calculated a per share valuation for the Company based on its percentage contribution to the combined company for each operating metric. This analysis indicated an implied percentage total EBITDA contribution by the Company of 15.0% in the combined company, and an implied adjusted net income contribution by the Company of 16.3% in the combined company in 2005. This analysis also indicated an implied percentage total EBITDA contribution by the Company of 15.7% in the combined company, and an implied adjusted net income contribution by the Company of 17.1% in the combined company in 2006. Based on the market equity value of ValueClick, these contributions translate into per share equity valuations for the Company ranging from $10.49 to $12.21 in 2005 and from $11.08 to $12.64 in 2006. Based on the market price of ValueClick on August 9, 2005, these contributions translate into an implied exchange ratio for the Company of .81x to .94x in 2005 and of .85x to .97x in 2006.

Thomas Weisel Partners used cash flow forecasts of the Company for calendar years 2005 through 2009, based on publicly available information, to perform a discounted cash flow analysis. In conducting this analysis, Thomas Weisel Partners assumed that the Company would perform in accordance with these forecasts. Thomas Weisel Partners first estimated the discounted value of the projected cash flows using discount rates ranging from 18.0% to 24.0%, which range of discounted rates were selected based upon a weighted average cost of capital analysis for the Company and other companies used in the selected public companies analysis. Thomas Weisel Partners then discounted the terminal value to present values using discount rates ranging from 18.0% to 24.0%. This analysis indicated a range of

enterprise values, to which cash, cash equivalents and marketable securities were added, to calculate a range of equity values. This analysis implied per share values ranging from $9.27 to $12.56. The implied exchange ratio ranged from .7144x to .9680x.

Based on public and other available information, Thomas Weisel Partners calculated the implied enterprise value of the Company, which Thomas Weisel Partners defined as market capitalization plus total debt plus preferred stock less cash, and cash equivalents as a multiple of revenue and EBITDA for the last 12 months and the next 12 months in 12 selected acquisitions of technology companies that have been announced since December 23, 2002. The acquisitions reviewed in this analysis were the following:

Announcement date	Name of acquiror	Name of target
June 13, 2005	ValueClick	Web Clients
April 25, 2005	Hellman & Friedman	DoubleClick
March 28. 2005	Acxiom	Digital Impact
July 15, 2004	Digitas	Modern Media
June 28, 2004	aQuantive	SBI.Razorfish
June 24, 2004	AOL	Advertising.com
February 9, 2004	Findwhat.com	eSpotting
July 11, 2003	Yahoo! Inc.	Overture
February 25, 2003	Overture	Fast Search and Transfer
February 18, 2003	Reuters	Multex
February 18, 2003	Overture	Alta Vista
December 23, 2002	Yahoo! Inc.	Inktomi

The following table sets forth the implied price per share of the Company based on multiples indicated by this analysis:

	Announced Enterprise Value/Revenue	Announced Enterprise Value/EBITDA
	LTM	NTM	LTM	NTM
Third Quartile	2.9x	2.6x	18.2x	13.1x
Mean	3.2x	2.3x	16.8x	11.7x
Median	2.3x	2.0x	16.6x	11.8x
First Quartile	1.9x	1.6x	11.7x	11.2x
Implied Fastclick Enterprise Value (millions)	$143.0 - $239.3	$167.2 - $240.8	$117.9 - $169.4	$192.3 - $200.6
Implied Fastclick Equity Value (millions)	$224.3 - $320.5	$248.4 - $322.1	$199.1 - $250.7	$273.6 - $281.9
Implied Fastclick Per Share Value	$10.56 - $14.95	$11.66 - $15.02	$9.40 - $11.77	$12.81 - $13.19
Implied Fastclick Exchange Ratio	.8140x - 1.1530x	.8993x - 1.1584x	.7251x - .9073x	.9879x - 1.017x

The implied values of the Company above were each based on a range of multiples of first quartile to mean. In each case, Thomas Weisel Partners multiplied the ratios derived from its analysis by its estimated EBITDA and revenue to calculate the resulting price ranges listed above.

No company or transaction used in the comparable company or comparable transactions analyses is identical to the Company or the Merger. Accordingly, an analysis of the results of the foregoing is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the companies to which the Company, ValueClick, and the Merger are being compared.

Based on public information, Thomas Weisel Partners reviewed the consideration paid in 30 acquisitions involving technology companies announced since January 17, 2002 with transaction values between $50 and $500 million. Thomas Weisel Partners calculated the implied price per share of the Company and implied exchange ratios based on premiums paid in these transactions over:

		Average Stock Premium
Transactions Since 1/1/02
	1 Day		1 Week		1 Month
3rd Quartile		49.4%		43.3%		48.0%
Mean		35.6%		33.5%		35.4%
Median		34.1%		30.2%		27.2%
1st Quartile		10.7%		12.8%		16.6%
Implied Fastclick Enterprise Value (millions)		$129.2 - $204.5		$142.3 - $204.3		$137.6 - $198.0
Implied Fastclick Equity Value (millions)		$210.4 - $285.8		$223.5 - $285.5		$218.8 - $279.3
Implied Fastclick Per Share Value		$9.79 - $13.21		$10.38 - $13.20		$10.17 - $12.91
Implied Fastclick Exchange Ratio		.7546x - 1.0183x		.8006x - 1.0175x		.7841x - .9955x

Based on public information, Thomas Weisel Partners reviewed the exchange ratio consideration paid in 12 acquisitions involving technology companies with 100% stock consideration announced since January 17, 2002 with transaction values between $50 and $500 million. Thomas Weisel Partners calculated the implied price per share of the Company and implied exchange ratios based on premiums paid in these transactions over:

		Average Exchange Ratio Premium
Transactions Since 1/1/02
	1 Day		1 Week		1 Month
3rd Quartile		44.3%		41.5%		42.4%
Mean		27.8%		26.2%		26.4%
Median		28.7%		23.2%		14.8%
1st Quartile		-1.3%		3.5%		11.0%
Implied Fastclick Enterprise Value (millions)		$103.1 - $191.2		$117.6 - $193.0		$125.9 - $186.2
Implied Fastclick Equity Value (millions)		$184.4 - $272.4		$198.9 - $274.2		$207.1 - $267.5
Implied Fastclick Per Share Value		$8.73 - $12.76		$9.39 - $12.84		$9.77 - $12.54
Implied Fastclick Exchange Ratio		.6729x - .9838x		.7242x - .9902x		.7533x - .9665x

The implied values of the Company above were each based on a range of multiples of first quartile to third quartile. Thomas Weisel Partners noted that the price per share of the Company implied by the consideration to be received by the stockholders of the Company in the Offer and the Merger based on ValueClick's closing stock price on August 9, 2005 was $10.28, which for the majority of the periods measured is within the range of prices implied by this analysis. Thomas Weisel Partners also

noted that the exchange ratio implied by the consideration to be received by the stockholders of the Company in the Offer and the Merger based on ValueClick's closing stock price on August 9, 2005 was 0.7928x, which is within the range of exchange ratios implied by this analysis.

The foregoing description is only a summary of the analyses and examinations that Thomas Weisel Partners deems material to its opinion. It is not a comprehensive description of all analyses and examinations actually conducted by Thomas Weisel Partners. The preparation of a fairness opinion necessarily is not susceptible to partial analysis or summary description. Thomas Weisel Partners believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses and of the factors considered, without considering all analyses and factors, would create an incomplete view of the process underlying the analyses set forth in its presentation to the Board. In addition, Thomas Weisel Partners may have given some analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. Accordingly, the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Thomas Weisel Partners with respect to the actual value of the Company.

In performing its analyses, Thomas Weisel Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company and ValueClick. The analyses performed by Thomas Weisel Partners are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those suggested by these analyses. These analyses were prepared solely as part of the analysis performed by Thomas Weisel Partners with respect to the financial fairness of the consideration to be received by holders of the Shares pursuant to the Offer and the Merger as of the date of the opinion, and were provided to the Board in connection with the delivery of the Thomas Weisel Partners' opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities may trade at any time in the future. The consideration to be received by the holders of the Shares in the Offer and the Merger is based upon a fixed exchange ratio and, accordingly, the market value of the consideration may vary significantly from the price on the date of Thomas Weisel Partners' opinion.

As described above, Thomas Weisel Partners' opinion and presentation were among the many factors that the Board took into consideration in making its determination to approve the Merger Agreement, and to recommend that the Company's stockholders accept the Offer and exchange their shares in the Offer.

The Company agreed to pay Thomas Weisel for its financial advisory services the fees set forth below under "Item 5. Persons/Assets Retained, Employed, Compensated or Used." The Board was aware of this fee structure and took it into account in considering Thomas Weisel Partners' opinion and in approving the Offer and the Merger.

Intent to Tender. After reasonable inquiry and to the best knowledge of the Company, each director and executive officer of the Company who owns Shares intends to tender in the Offer all such Shares that each person owns of record or beneficially, other than such Shares, if any, that any such persons may have an unexercised right to purchase by exercising stock options. Upon the completion of the Merger, each outstanding option to purchase Shares issued by the Company to its employees pursuant to the Company's 2005 Equity Incentive Plan, 2004 Stock Incentive Plan, 2000 Equity Participation Plan or any other agreement or arrangement, whether vested or unvested, will be converted into an option to purchase shares of common stock of ValueClick. See "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Company Stock Options." Based on the execution of the Exchange Agreements described above in "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Exchange Agreements." the Company believes that the Exchanging Holders intend to tender all of the Shares held by them in the Offer. As of August 23, 2005, the Exchanging Holders and the other directors and executive officers of the Company beneficially owned approximately 61.8% of the outstanding Shares (including options to acquire Shares exercisable within 60 days).

Thomas Weisel Partners is acting as the Company's exclusive financial advisor in connection with the Offer. Pursuant to the terms of the engagement, the Company has agreed to pay Thomas Weisel Partners for its financial advisory services: (i) an opinion fee equal to $250,000, which was payable on August 10, 2005, the date upon which Thomas Weisel Partners delivered its fairness opinion to the Board; (ii) a fee of $100,000 upon the delivery of each additional fairness opinion requested by the Company; and (iii) a transaction fee equal to 1.0% of the value of the consideration involved in the Offer and Merger, payable upon consummation of the Merger; provided that the transaction fee is to be reduced by the $250,000 fee paid upon delivery of the first fairness opinion. In addition, the Company has agreed to reimburse Thomas Weisel Partners for its expenses incurred in connection with its engagement, including the reasonable fees and expenses of its legal counsel and any other professionals retained by Thomas Weisel Partners; provided that such reimbursable costs and expenses shall not exceed $50,000 without the Company's prior written approval. The Company has also agreed to indemnify Thomas Weisel Partners and related persons against certain liabilities in connection with its engagement, including liabilities under the federal securities laws. In the ordinary course of its business, Thomas Weisel Partners actively trades the equity securities of the Company for its own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. Thomas Weisel Partners performed various investment banking services for the Company and served as co-manager of the Company's initial public offering in April 2005, for which it received customary underwriting discounts and commissions.

Except as set forth above, neither the Company nor any person acting on its behalf has directly or indirectly employed, retained or compensated, or currently intends to employ, retain or compensate, any person to make solicitations or recommendations to the stockholders of the Company on its behalf with respect to the Offer or the Merger.

No transactions in Shares have been effected during the past 60 days by the Company or any subsidiary of the Company or, to the best of the Company's knowledge after a review of Form 4 filings, by any executive officer, director or affiliate of the Company.

Except as set forth in this Statement, the Company is not currently undertaking or engaged in any negotiations in response to the Offer that relate to: (i) a tender offer for or other acquisition of the Company's securities by the Company, any subsidiary of the Company or any other person; (ii) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary of the Company; (iii) a purchase, sale or transfer of a material amount of assets of the Company or any subsidiary of the Company; or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization, of the Company.

Except as set forth in this Statement, there are no transactions, resolutions of the Board, agreements in principle, or signed contracts in response to the Offer that relate to one or more of the events referred to in the preceding paragraph.

Delaware General Corporation Law. The Company is incorporated under the laws of the State of Delaware. The following provisions of the DGCL are therefore applicable to the Offer and the Merger.

Short-Form Merger. Under Section 253 of the DGCL, if ValueClick acquires, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares, ValueClick will be able to effect the Merger

after the completion of the Offer without a vote by the Company's stockholders. Under the terms of the Merger Agreement and subject to the conditions contained therein, ValueClick has the option, exercisable after its purchase of Shares pursuant to the Offer, to purchase from the Company such number of Shares that, when added to the number of Shares purchased by ValueClick pursuant to the Offer, will constitute at least 90% of the outstanding Shares on a diluted basis, as described in the Prospectus. However, if ValueClick does not acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, a vote by the Company's stockholders will be required under the DGCL to effect the Merger. As a result, the Company will be required to comply with the federal securities laws and regulations governing votes of its stockholders. Among other things, the Company will be required to prepare and distribute an information statement and, as a consequence, a longer period of time will be required to effect the Merger. This will delay payment of the Merger Consideration to stockholders who do not tender their Shares in the Offer. It is a condition to the completion of the Offer that more than 66.7% of the fully diluted Shares, as described in the Prospectus, be tendered. In addition, ValueClick and Acquisition Sub have agreed to cause all of the Shares acquired by them in the Offer or otherwise owned by them, if any, to be voted in favor of the adoption of the Merger Agreement. If the Minimum Tender Condition shall have been satisfied and the Offer is consummated, the Shares owned by ValueClick and Acquisition Sub would represent more than 50% of the outstanding Shares, comprising voting power sufficient to approve the Merger Agreement without the vote of any other stockholder. Accordingly, adoption of the Merger Agreement would be assured.

Appraisal Rights. Holders of the Shares will not have appraisal rights in connection with the Offer. However, if the Merger is consummated, holders of the Shares may have the right pursuant to the provisions of Section 262 of the DGCL to dissent and demand appraisal of their Shares. If appraisal rights are applicable, dissenting stockholders who comply with the applicable statutory procedures will be entitled, under Section 262 of the DGCL, to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash, together with a fair rate of interest, if any. Any such judicial determination of the fair value of the Shares could be based upon factors other than, or in addition to, the amount of the Merger Consideration or the market value of the Shares. The value so determined could be more or less than the Merger Consideration.

If ValueClick acquires at least 90% of the outstanding Shares in the Offer or otherwise and effects a short-form merger pursuant to Section 253 of the DGCL without a vote of the Company's stockholders, then appraisal rights will be available to the holders of Shares in connection with the Merger. If ValueClick does not acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise and a vote by the Company's stockholders is required under the DGCL to effect the Merger, then the Merger will be effected by the Company under Section 251 of the DGCL and appraisal rights will not be available to the holders of the Shares if: (i) at the record date fixed to determine the stockholders of the Company entitled to receive notice of and to vote at the meeting of stockholders at which the Merger Agreement will be voted on, the Shares are listed on any of the NYSE, another national securities exchange or the Nasdaq National Market or are held of record by more than 2,000 holders; and (ii) at the effective time of the Merger, the shares of common stock of ValueClick to be received by the holders of Shares in the Merger are listed on any of the NYSE, another national securities exchange or the Nasdaq National Market or are held of record by more than 2,000 holders. As of the date of this Statement, the Shares are listed for trading on the Nasdaq National Market and the shares of common stock of ValueClick are listed for trading on the Nasdaq National Market.

Appraisal rights cannot be exercised at this time. If appraisal rights become available in connection with the Merger, the Company will provide additional information to the holders of Shares concerning their appraisal rights and the procedures to be followed in order to perfect their appraisal rights before any action has to be taken in connection with such rights.

Merger Moratorium Law. Section 203 of the DGCL prevents an "interested stockholder" (generally defined as a person that beneficially owns 15% or more of a corporation's voting stock) from engaging in a "business combination" (which includes a merger, consolidation, a sale of a significant amount of assets, and a sale of stock) with a Delaware corporation for three years following the date such person became an interested stockholder unless:

The Board approved the Merger Agreement and the transactions contemplated thereby for purposes of Section 203 of the DGCL on August 10, 2005, as described in Item 4 of this Statement above. The restrictions of Section 203 of the DGCL will therefore not apply to the Merger or the transactions contemplated by the Merger Agreement.

Antitrust Laws. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares by ValueClick pursuant to the Offer is subject to such requirements. Accordingly, ValueClick filed a Notification and Report Form with respect to the Offer on August 19, 2005 and the Company filed a Notification and Report Form with respect to the Offer on August 19, 2005.

The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as ValueClick's acquisition of Shares pursuant to the Offer. Private parties who may be adversely affected by the proposed transaction and individual states may also bring legal actions under the antitrust laws. The Company does not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be.

Litigation. In connection with the Offer and Merger, the Company, its current directors and Acquisition Sub have been named as defendants in a putative class action complaint filed on August 17, 2005 in the Court of Chancery, County of New Castle, State of Delaware by Walter Parrisch, on behalf of himself and the Company's other stockholders. The complaint alleges, among other things, that the Offer and Merger would be a breach of fiduciary duty and that the indicated exchange ratio is unfair to the Company's stockholders. The complaint seeks, among other things, injunctive relief against consummation of the Offer and Merger, damages in an unspecified amount and rescission in the event the Offer and Merger occurs. Defendants believe the claims are without merit and intend to vigorously defend against them.

Exhibits. In addition, the information contained in the Exhibits referred to in Item 9 below is incorporated herein by reference.

Exhibit No.		Description
(a)(1)		Prospectus of ValueClick, dated August 24, 2005 (incorporated by reference to the prospectus included in the Registration Statement on Form S-4 filed by ValueClick with the SEC on August 24, 2005).
(a)(2)		Form of Letter of Transmittal of ValueClick (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-4 filed by ValueClick with the SEC on August 24, 2005).
(a)(3)		Letter to the stockholders of the Company, dated August 24, 2005 (filed herewith and also included as the cover page to this Solicitation/Recommendation Statement on Schedule 14D-9 mailed to the stockholders of the Company).
(a)(4)		Opinion of Thomas Weisel Partners LLC, dated August 10, 2005 (included as Annex A to this Solicitation/Recommendation Statement on Schedule 14D-9).
(a)(5)		Joint press release issued by ValueClick and the Company on August 11, 2005 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File No. 000-51226) filed by the Company with the SEC on August 11, 2005).
(a)(6)		Joint press release issued by ValueClick and the Company on August 24, 2005 (incorporated by reference to Exhibit 99.8 to the Registration Statement on Form S-4 filed by ValueClick with the SEC on August 24, 2005).
(a)(7)		Letter, dated August 24, 2005, mailed to stockholders of the Company who hold certificates issued prior to the Company's initial public offering (filed herewith).
(e)(1)		Agreement and Plan of Merger and Reorganization, dated as of August 10, 2005, by and among ValueClick, Acquisition Sub and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 11, 2005).
(e)(2)		Form of Exchange Agreement, dated as of August 10, 2005, by and between ValueClick and affiliates of Highland Capital Partners and Oak Investment Partners (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed by ValueClick with the SEC on August 24, 2005).
(e)(3)		Form of Exchange Agreement, dated as of August 10, 2005, by and between ValueClick and Kurt A. Johnson, Jeff Pryor and affiliates of Steamboat Ventures (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed by ValueClick with the SEC on August 24, 2005).
(e)(4)		Form of Non-Competition Agreement entered into by and between ValueClick and certain employees of the Company (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 filed by ValueClick with the SEC on August 24, 2005).
(e)(5)		Key Employee Agreement effective as of January 1, 2005 by and between the Company and Kurt A. Johnson (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1, as amended (File No. 333-121528) ).

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

We understand that Fastclick, Inc., a Delaware corporation ("Seller"), and ValueClick, Inc., a Delaware corporation ("Buyer"), and FC Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Buyer ("Acquisition") propose to enter into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"). Under the terms set forth in the Merger Agreement, dated as of August 10, 2005, (i) Buyer will commence an exchange offer (the "Offer") to acquire each outstanding share of the common stock, $0.001 par value per share ("Seller Common Stock"), of Seller in exchange for 0.7928 shares of the common stock, $0.001 par value per share ("Buyer Common Stock"), of Buyer (the "Offer Consideration") and (ii) following the consummation of the Offer, Acquisition will merge with and into Seller, with Seller being the surviving corporation (the "Merger") and each remaining outstanding share of Seller Common Stock (other than shares held by Seller as treasury stock, shares held by Buyer or Acquisition and other than shares for which dissenter's rights have been perfected and not withdrawn) shall be converted into the right to receive 0.7928 shares of Buyer Common Stock (the "Merger Consideration" and, together with the Offer Consideration, the "Transaction Consideration"). The Offer and the Merger are collectively referred to in this opinion as the "Transaction". The terms and conditions of the Transaction are set forth in more detail in the Merger Agreement.

You have asked us for our opinion as investment bankers as to whether the Transaction Consideration to be received by the stockholders of Seller pursuant to the Transaction is fair to such stockholders from a financial point of view, as of the date hereof.

In connection with our opinion, we have, among other things: (i) reviewed certain publicly available financial and other data, including financial forecasts, with respect to Seller and Buyer, including the consolidated financial statements for recent years and interim periods to June 30, 2005 and certain other relevant financial and operating data relating to Seller and Buyer made available to us from published sources and from the internal records of Seller and Buyer; (ii) reviewed the financial terms and conditions of the Merger Agreement and the schedules and exhibits attached hereto; (iii) reviewed certain publicly available information concerning the trading of, and the trading market for, Seller Common Stock and Buyer Common Stock; (iv) compared Seller and Buyer from a financial point of view with certain other publicly traded companies which we deemed to be relevant; (v) considered the financial terms, to the extent publicly available, of selected recent business combinations which we deemed to be comparable, in whole or in part, to the Transaction; (vi) reviewed and discussed with representatives of the management of Seller and Buyer certain information of a business and financial nature regarding Seller and Buyer, furnished to us by them, including financial forecasts and related assumptions of Seller; (vii) made inquiries regarding and discussed the Offer, the

Merger and the Merger Agreement and other matters related thereto with Seller's counsel; and (viii) performed such other analyses and examinations as we have deemed appropriate.

In connection with our review, we have not assumed any obligation independently to verify the foregoing information and have relied on its being accurate and complete in all material respects. With respect to the financial forecasts for Seller provided to us by management of Seller, upon their advice and with your consent we have assumed for purposes of our opinion that the forecasts have been reasonably prepared on bases reflecting the best available estimates and judgments of the management at the time of preparation as to the future financial performance of Seller and that they provide a reasonable basis upon which we can form our opinion. This notwithstanding, for purposes of our analyses, we have used publicly available financial forecasts for Seller, rather than managements forecasts, which publicly available forecasts reflect more conservative assumptions than those made by management of Seller regarding Seller's revenue growth and profitability. We have discussed our use of publicly available forecasts with you and you have acknowledged our use of such forecasts in arriving at our opinion. We have also assumed that there have been no material changes in Seller's or Buyer's assets, financial condition, results of operations, business or prospects since the respective dates of their last financial statements made available to us. We have relied on advice of counsel and independent accountants to Seller as to all legal and financial reporting matters with respect to Seller, the Offer, the Merger and the Merger Agreement. We have assumed that the Transaction will be consummated in a manner that complies in all respects with the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. In addition, we have not assumed responsibility for making an independent evaluation, appraisal or physical inspection of any of the assets or liabilities (contingent or otherwise) of Seller or Buyer, nor have we been furnished with any such appraisals. Finally, our opinion is based on economic, monetary and market and other conditions as in effect on, and the information made available to us as of, the date hereof. Accordingly, although subsequent developments may affect this opinion, we have not assumed any obligation to update, revise or reaffirm this opinion.

We have further assumed with your consent that the Transaction will be consummated in accordance with the terms described in the Merger Agreement, without any further amendments thereto, and without waiver by Seller of any of the conditions to its obligations thereunder.

We have acted as financial advisor to Seller in connection with the Transaction and will receive a fee for our services, including rendering this opinion, a significant portion of which is contingent upon the consummation of the Transaction. In the ordinary course of our business, we actively trade the equity securities of Seller and Buyer for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. We have also acted as an underwriter in connection with offerings of securities of Seller and performed various investment banking services for Seller.

Based upon the foregoing and in reliance thereon, it is our opinion as investment bankers that the Transaction Consideration to be received by the stockholders of Seller pursuant to the Transaction is fair to such stockholders from a financial point of view, as of the date hereof.

We are not expressing an opinion regarding the price at which the Buyer Common Stock may trade at any future time. The Transaction Consideration to be received by the stockholders of Seller pursuant to the Transaction is based upon a fixed exchange ratio and, accordingly, the market value of the Transaction Consideration may vary significantly.

This opinion is directed to the Board of Directors of Seller in its consideration of the Transaction and is not a recommendation to any stockholder as to whether such stockholder should tender their shares in the Offer or how such stockholder should vote with respect to the Transaction. Further, this opinion addresses only the financial fairness of the Transaction Consideration to the stockholders and does not address the relative merits of the Transaction and any alternatives to the Transaction, Seller's underlying decision to proceed with or effect the Transaction, or any other aspect of the Transaction. This opinion may not be used or referred to by Seller, or quoted or disclosed to any person in any manner, without our prior written consent, which consent is hereby given to the inclusion of this opinion, in its entirety, in any Solicitation/Recommendation statement or Proxy Statement/Prospectus filed with the Securities and Exchange Commission in connection with the Transaction or any other document disseminated by or on behalf of Seller to the stockholders of Seller in connection with the Transaction. In furnishing this opinion, we do not admit that we are experts within the meaning of the term "experts" as used in the Securities Act and the rules and regulations promulgated thereunder, nor do we admit that this opinion constitutes a report or valuation within the meaning of Section 11 of the Securities Act.

		% Contribution
		% Contribution				Implied Enterprise Value		Implied Equity Value		Per Share Value		Implied Exchange Ratio
		ValueClick		Fastclick		Implied Enterprise Value		Implied Equity Value		Per Share Value		Implied Exchange Ratio
FY 2005E ($millions)
	EBITDA	85.0	%	15.0	%	$	179.2	$	260.5	$	12.21	.9418x
	Net Income	83.7	%	16.3	%	$	141.6	$	222.8	$	10.49	.8088x
FY 2006E ($millions)
	EBITDA	84.3	%	15.7	%	$	188.6	$	269.9	$	12.64	.9748x
	Net Income	82.9	%	17.1	%	$	154.5	$	235.7	$	11.08	.8545x

(e)(6)		Key Employee Agreement dated August 1, 2004 by and between the Company and Fred Krupica (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1, as amended (File No. 333-121528)).
(e)(7)		Key Employee Agreement dated February 11, 2004 by and between the Company and James Aviani (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1, as amended (File No. 333-121528)).
(e)(8)		2005 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 (File No. 333-124932)).
(e)(9)		2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1, as amended (File No. 333-121528)).
(e)(10)		Amended and Restated 2000 Equity Participation Plan (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1, as amended (File No. 333-121528)).
ANNEX A		Opinion of Thomas Weisel Partners LLC, dated August 10, 2005.

		FASTCLICK, INC.
		By:	/s/ KURT A. JOHNSON
		Name: Kurt A. Johnson Title: President and Chief Executive Officer

	Very truly yours,
	/s/ THOMAS WEISEL PARTNERS LLC
	THOMAS WEISEL PARTNERS LLC