Item 8.01 Other Events.

On September 20, 2012, ValueClick, Inc. (the "Company") announced the divestiture of Search123, its self-service paid search business operating in Europe. The terms of the transaction, which are not material to the Company's financial position, consist of future contingent payments based upon the performance of the business over the next four years. The transaction is expected to close by the end of September.

The Company also provided an update on expected results for the third quarter ended September 30, 2012. The Company currently expects third quarter revenue and adjusted-EBITDA from continuing operations (excluding Search123) to be near the high-end of the respective guidance ranges provided on August 2, adjusted to exclude Search123.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

99.1 Press Release dated September 20, 2012.

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