Commerce5 Acquisition

12/1/2005

M&A

$45,000,000

Digital River, Inc. (NASDAQ: DRIV), a global leader in e-commerce outsourcing, today announced that it signed an agreement to acquire Commerce5, Inc., Under the terms of the agreement, Digital River acquired Commerce5 for approximately $45 million in cash, composed of payments to stockholders of $32.4 million plus payment of $12.6 million in liabilities. In addition, pursuant to the terms of an Inducement Equity Incentive Plan established for Commerce5 executives who will join Digital River as a result of the acquisition, a total of 87,500 restricted shares of Digital River stock will be issued to retain their services following the acquisition. These shares will vest based upon Commerce5 meeting certain performance goals.

Acquired or Merged

ECommerce

27081 Aliso Creek Road 100
Aliso Viejo, CA 92656
USA

Not Recorded

Commerce5, Inc. provides managed e-commerce services for hard goods manufacturers and software publishers. The company's core e-commerce solutions deliver the industry's leading connectivity into major distribution partners, enabling sophisticated, real-time fulfillment operations.