New York City-based Vertro™, Inc. (NASDAQ: VTRO) and Clearwater, Florida-based Inuvo®, Inc. (NYSE Amex: INUV), both delivering digital media to millions of consumers, announced today that the parties have entered into a definitive agreement pursuant to which Inuvo will acquire Vertro in an all stock transaction. The deal will bring together two public digital media companies whose combined distribution, expertise, partnerships, technology and synergies should position them well to effectively compete in the evolving digital marketplace across platforms.

Richard K. Howe, Inuvo’s President and Chief Executive Officer, who is expected to be the Executive Chairman in the combined company, commented, “Both companies share a core digital media delivery competency that together should improve our ability to compete and increase shareholder value as a result. Strategically, Vertro’s ALOT™ branded consumer applications business provides an excellent application platform for Inuvo’s BargainMatch® and Kowabunga® branded consumer-facing innovations.”

Vertro’s President and Chief Executive Officer, Peter Corrao, who is expected to be the President and Chief Executive Officer of the combined entity, added, “The anticipated operating synergies and cost savings in this transaction are substantial and should make this a win-win for both sets of stockholders. Separately, this merger should empower and position us to compete aggressively in the multi-platform distribution arena.”

Management of Inuvo and Vertro expect that the combined companies will have the ability to build on an asset base that includes:
  • Combined access to over 132 million unique Internet users each and every month.
  • Approximately 2.5 billion page views per year.
  • A search marketplace that experiences approximately 240 million search queries per month.
  • A distribution capability that produces in excess of 20 million revenue-generating clicks per month
  • A vibrant App platform and marketplace with hundreds of relevant consumer apps generating usage in the millions of clicks per month.
  • Client software on the desktops of over 8 million users.
  • Hundreds of thousands of ads on over 25 thousand web sites per month.
  • Marketing channels that include search, affiliate, online shopping and daily deals.
  • Relationships with both Google and Yahoo!

Under terms of the agreement, which was unanimously approved by the Board of Directors of each company, at closing of the transaction Vertro will become a wholly-owned subsidiary of Inuvo in a tax-free exchange of shares at an exchange ratio of 1.546 shares of Inuvo common stock per each share of Vertro common stock. The merger is expected to close in the fourth quarter of 2011 or the first quarter of 2012, subject to satisfaction of the closing conditions.

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