Combines Leading Web and Commercial Search Services With Internet's Largest Global Audience

SUNNYVALE, Calif. and PASADENA, Calif. - July 14, 2003 - Yahoo! Inc. (Nasdaq: YHOO - news), a leading global Internet company and Overture Services, Inc. (Nasdaq: OVER), a global leader in commercial search services on the Internet, today announced they have signed a definitive agreement under which Yahoo! will acquire Overture. Under the terms of the agreement, each outstanding common share of Overture will receive 0.6108 shares of Yahoo! common stock and $4.75 in cash, reflecting an aggregate purchase price of approximately $1.63 billion, or $1.52 billion net of Overture's March 31, 2003 cash balance, less the amounts earmarked for their two recently closed transactions.

"The combined assets position Yahoo! as the largest global player in the rapidly growing Internet advertising sector," said Terry Semel, chairman and chief executive officer, Yahoo! Inc. "Together, the two companies will be able to provide the most compelling and diversified suite of integrated marketing solutions around the globe, including branding, paid placement, graphical ads, text links, multimedia, and contextual advertising."

Within the rapidly growing Internet advertising market, commercial search is the most dynamic and fastest growing segment. The worldwide commercial search segment is estimated to grow from approximately $2 billion by year-end 2003 to approximately $5 billion by 2006 (Source: Piper Jaffray), a compound annual growth rate of approximately 35 percent.

Additionally, search is a central part of Yahoo!'s user experience and business strategy. The acquisition furthers Yahoo!'s objective of becoming the leading end-to-end integrated search provider, combining assets capable of generating, distributing and monetizing search results. This combination provides Yahoo! with greater speed-to-market and the flexibility to innovate and maximize search monetization opportunities.

"By combining Overture's world class monetization platform and complementary web search assets, with Yahoo!'s already robust search business, we will further improve our ability to offer the highest quality search experience. Together we expect to create enhanced value for our users, marketers and affiliates, and ultimately drive greater value for Yahoo!'s business," said Semel.

Overture is the leading provider of commercial search with more than 88,000 advertisers globally as of the end of the first quarter of 2003. Overture's assets also include an extensive affiliate distribution network that Yahoo! and Overture are dedicated to maintaining and enhancing, a world class technology infrastructure in both commercial and web search, and a comprehensive intellectual property portfolio.

"Overture pioneered commercial search, and we believe there remains huge upside potential in this market," said Ted Meisel, president and chief executive officer, Overture Services. "By combining the assets of Yahoo! and Overture, we believe the company will be strongly positioned to take advantage of this growth opportunity by more rapidly developing and deploying innovative search and marketing solutions."

The combined companies expect to be able to take advantage of a number of revenue synergies by expanding marketing opportunities on Yahoo!'s network through:
· expand Pay-for-Performance search faster and more cost effectively into vertical properties, such as shopping, travel, and yellow pages;
· integrate contextual advertising throughout Yahoo!'s network, including properties such as in sports, real estate and autos; and,
· leverage Overture's efficient, scalable marketplace by offering its 88,000 advertisers, the majority of which are small- and medium-sized businesses, the ability to get online, sell online and promote online by purchasing a range of additional Yahoo! services such as Yahoo! Store and Yahoo! Web Hosting.
Yahoo! and Overture will be able to expand their combined products and services internationally to create a unique global marketplace. Immediate opportunities include Europe, Korea and Japan where both companies have a strong presence.

Overture will become a wholly-owned subsidiary of Yahoo!, and its operations will remain in Pasadena following completion of the acquisition. Ted Meisel will continue to head up Overture's operations and report to Dan Rosensweig, Yahoo!'s chief operating officer. The transaction is subject to customary closing conditions, including regulatory approval and the approval of Overture's stockholders. It is expected the transaction will be completed by the fourth quarter of 2003.

"We are excited about the opportunities the combined companies create to enhance our ability to drive long-term free cash flow to our stockholders," said Susan Decker, chief financial officer, Yahoo! Inc. "Together, we believe we can gain a larger share of the rapidly growing advertising segment while also generating increased returns for Yahoo!'s advertisers and affilates."

As part of its commitment to be the leader in search, Yahoo! recently acquired Inktomi Corp., a pioneer in algorithmic Web search technology. With this acquisition, Yahoo! will own all the critical components of a comprehensive search offering.