To acquire the cross media promotional solution provider, Engage will issue approximately 14.5 million shares of Engage common stock to MediaBridge's shareholders.

MediaBridge makes it possible for traditional media firms to bring their promotional campaigns to life online. The play is expected to advance Engage's marketer-focused strategy by connecting Web site software applications for merchants with Engage's large online advertising network. In addition to MediaBridge's technology, Engage will pick up the firm's 200-member client base, which includes such luminaries as The Wall Street Journal and Dow Jones.

MediaBridge's traditional media, retail and catalog customers use MediaBridge's software to access, store, manage and reuse rich-media promotional campaigns and related data. MediaBridge's newest product offerings provide a closed-loop solution for a business's marketing needs, using information available across the enterprise to tailor specific, targeted promotions distributed across multiple media and then drawing on customer response data as feedback. Engage plans to incorporate MediaBridge's technology into its own marketing solutions to create an efficient, time-saving solution.

Upon the close of the acquisition, which is expected by late summer, MediaBridge will operate as a wholly-owned subsidiary of Engage. Bob Angelo, MediaBridge's president and chief executive officer, will report to Paul Schaut, president and chief executive officer of Engage. MediaBridge currently has more than 200 customers and employs 185 people in offices in Acton, Mass., Los Angeles, Chicago and London.

Schaut said Engage's goal is to help clients better understand and target their online audiences using Engage Media solutions.

"We see a compelling business case for future revenue-driving applications based on integrated solutions," Schaut said. "As the number and variety of new media proliferate, from the Internet, to wireless devices to enhanced TV, the core value to marketers of MediaBridge's content.server product will grow accordingly."

Engage's made similar major acquisitions in January when it grabbed CMGI's Adsmart and Flycast Communications in a stock deal worth about $2.4 billion. That deal, too, resulted in Engage bundling its technology with assets from the other firms as it combined its Internet ad-marketing products with Adsmart's Web ad technology for online advertisers and Flycast's online direct response technology.

Such deals are trademarks of Engage's attempt to pull ahead of advertising rival DoubleClick Inc.