AOL TO EXPAND VIDEO LEADERSHIP WITH AGREEMENT TO ACQUIRE ADAP.TV

AOL TO EXPAND VIDEO LEADERSHIP WITH AGREEMENT TO ACQUIRE ADAP.TV

AOL Takes Leading Position In Premium & Programmatic Video Advertising

Combination of AOL On Network and Adap.tv Will Create the Most Powerful Cross-Screen Solution for Brands, Agencies and Publishers

NEW YORK, August 7, 2013 – AOL Inc. (NYSE: AOL) today announced it has entered into an agreement to acquire Adap.tv, Inc., a leading global, programmatic video advertising platform for the world's largest brands, agencies, and publishers.

Adap.tv brings to AOL:
  • The only complete global programmatic video technology stack for publishers and advertisers across all screens;
  • A unified yield management platform for advertisers and publishers for planning, targeting, adserving and measurement;
  • One of the fastest growing platforms on the internet, having grown global revenue over 100% per year in each of the last three years;
  • Wide adoption by the largest global advertisers and publishers, including 83 of the Ad Age 100 and 70 of the comScore 100; and
  • A talented team which has driven innovation in the automation of global video advertising.

The combination of AOL On and Adap.tv will give AOL a unique end-to-end solution and video stack for publishers and advertisers – from premium original production, to content aggregation and syndication platforms, robust video CMS technology, and now a leading programmatic video platform.

The strength of Adap.tv's comprehensive platform and team has enabled its rapid expansion, resulting in a large and growing customer base of publishers and advertisers. In 2012, Adap.tv supported more than 26,000 global ad campaigns, which ran on approximately 9,500 websites and was used by many top brand advertisers.
AOL has invested heavily in the digital video space by focusing exclusively on premium content and premium publishers. This investment has propelled the AOL On Network to No. 2 in monthly content video views in the U.S. for nine of the last 12 months*.

"AOL is a leader in online video and the combination of AOL and Adap.tv will create the leading video platform in the industry," said Tim Armstrong, Chairman and Chief Executive Officer of AOL. "The Adap.tv founders and team are on a mission to make advertising as easy as e-commerce and the two companies together will aggressively pursue that vision.

"Two trends are prevalent in the video space right now – the movement from linear television to online video and the shift from manual transactions to programmatic media buying. Adap.tv is positioned squarely in front of the huge opportunity these trends are presenting," said Armstrong.

"At Adap.tv, we are focused on building the most important business within the most important category in digital advertising," said Amir Ashkenazi, CEO, Adap.tv. "We believe that most TV advertising will soon be traded programmatically on platforms like ours. The combination of AOL and Adap.tv accelerates our vision of efficient and effective TV and video advertising."

Adap.tv will operate independently as part of AOL's video organization which is led by Ran Harnevo, SVP, and be included as part of the overall solution offered by AOL Networks to its publisher and advertiser partners. AOL Networks, under the leadership of recently named CEO Bob Lord, partners with leading publishers, advertisers and agencies seeking to maximize the value of their online investments. AOL Networks brands include Advertising.com, The AOL On Network, Be On, ADTECH and Pictela.
The purchase price will total $405 million in aggregate and will be comprised of approximately $322 million in cash consideration, and approximately $83 million in AOL common stock, subject to certain adjustments. The closing is subject to customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The boards of directors of both companies have approved the transaction, and the stockholders of Adap.tv have approved the transaction. AOL expects to close the acquisition in the third quarter of 2013.

* comScore, Content only videos (Total number of streams or progressive downloads initiated by viewers)

About AOL
AOL Inc. (NYSE: AOL) is a brand company, committed to continuously innovating, growing, and investing in brands and experiences that inform, entertain, and connect the world. The home of a world-class collection of premium brands, AOL creates original content that engages audiences on a local and global scale. We help marketers connect with these audiences through effective and engaging digital advertising solutions.


About Adap.tv
Adap.tv is the video advertising platform of choice for the world's largest brands, agencies, publishers and ad networks. A unified, programmatic platform that provides buyers and sellers with automated tools to plan, buy and measure across linear TV and online video, Adap.tv is transforming the way video advertising is bought and sold.
Named by Inc. Magazine as the fastest-growing video advertising company in the US in its "Inc 500" 2012 annual ranking on private companies, Adap.tv also earned "Fastest-Growing Private Company in Silicon Valley" honors by the editors of the Silicon Valley/San Jose Business Journal.
Headquartered in San Mateo, California, Adap.tv has U.S. offices in Chicago, Los Angeles and New York, and international offices in Australia, India and London. Adap.tv is a privately held company backed by Bessemer Venture Partners, Gemini Israel Funds, Redpoint Ventures and Spark Capital.

For more information, please visit http://adap.tv and follow Adap.tv on Twitter @Adaptv.
Contacts:

Communications
Caroline Campbell - Vice President, Brand & Communications – 404-444-7970; c.campbell@teamaol.com

Investor Relations
Eoin Ryan - Senior Vice President of Investor Relations - 212-206-5025; eoin.ryan@teamaol.com

Forward-Looking Statements
This release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements regarding the anticipated benefits of the transaction, the expected closing date and other statements identified by words such as "may," "will," "intend," "estimate," "should," "expect" or similar expressions. These forward-looking statements are based on the current expectations and beliefs of AOL's management, and are subject to uncertainty and changes in circumstances, including, but not limited to, the approval of the transaction by antitrust authorities, the satisfaction of the closing conditions to the transaction, the competitiveness and quality of our combined offerings and significant competition in the internet advertising industries generally, our ability to timely and successfully integrate Adap.tv's operations into our operations, our ability to retain, hire and develop skilled employees and the parties' performance of their obligations under the agreements. Any forward-looking information is not a guarantee of future performance and actual results may vary materially from those expressed or implied by the statements herein, due to changes in economic, business, competitive, technological, strategic and/or regulatory factors, as well as factors affecting Adap.tv's and AOL's operations and businesses. More detailed information about these factors as they relate to AOL may be found in the section entitled "Risk Factors" in AOL's Annual Report on Form 10-K for the year ended December 31, 2012 and in AOL's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC. AOL is under no obligation to, and expressly disclaims any obligation to, update or alter the forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.

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