DoubleClick, @Plan Merger Agreement Carries Stiff Break-up Penalties

Breaking up is hard to do, but it’ll be especially rough for @plan if the online advertising research firm pulls out of its recently-announced $120 million merger with DoubleClick to pair up with a different suitor.

Documents filed with the Securities and Exchange Commission on Wednesday reveals that @plan has agreed to pay $4 million and expenses up to $1 million, if it terminates the merger agreement because it’s taking a better offer from another company.

Industry watchers have questioned whether the acquisition will easily sail through, wondering whether @plan clients will balk at having their information in the hands of the industry’s largest ad network, because that data is so critical to competitive sales presentations.

Jumping into the arms of a suitor more appealing to @plan clients, though, will cost the research company. Under the terms of the merger agreement, @plan is forbidden from soliciting other offers, and it must inform DoubleClick of any unsolicited offers it receives. The merger must be approved by @plan shareholders, and it is expected to close in the fourth quarter.

The merger agreement, announced Monday, calls for DoubleClick to pay $9.25 for each share of @plan, with 20 percent of that consideration in cash, and the rest in DoubleClick stock. The deal also carries the stipulation that the price may be adjusted if DoubleClick stock falls below $23.87 over the ten trading days ending four days prior to the closing. DoubleClick was trading at 33 5/8 at mid-day, down 1/4 from Wednesday’s close. @plan was trading at 8 3/4, and was unchanged on the day.