Official Autobytel Press Release

Autobytel Signs Agreement to Acquire Autoweb

Combination to Provide a Broad Range of Marketing, Management, and Content Services to Automotive Retailers and Manufacturers; $100 Million in Combined Revenues Projected for 2001

IRVINE, Calif., and SANTA CLARA, Calif., April 11 -- Autobytel and Autoweb today announced an agreement by which Autobytel will acquire Autoweb in a tax-free merger. The combination will create a platform of over 7,000 dealer customers, twenty-four international automotive manufacturer customers and over two million unique visitors per month. The combined company is projected to have revenues of over $100 million per year. As part of the transaction, Autoweb stockholders will receive 0.3553 shares of Autobytel common stock for each share of Autoweb common stock. Outstanding Autoweb options will be assumed and become options for Autobytel shares, subject to the share exchange ratio. "We believe this combination provides strategic and financial benefits to both groups of shareholders. Our combined strengths will allow us to extend our number one market share further while broadening our customer base," said Mark Lorimer, Autobytel's President and CEO. "We plan to leverage our relationships with twenty-four of the twenty-six auto manufacturers, our expanded 7,000-strong dealer network, and our twenty-six international strategic investors on four continents, to provide a broad range of marketing, management and content services to help automotive retailers and manufacturers meet the challenges and opportunities presented by e-commerce." Under the newly combined company, AIC (Automotive Information Center), a division of Autoweb, will continue to provide the industry with leading content, data, and technology, including significant commercial relationships with global automotive manufacturers. Boston-based AIC has, for nearly 20 years, been providing accurate, timely and comprehensive information to vehicle manufacturers, large dealer groups and major web destinations. "Merging the AIC capabilities with those of Autobytel is expected to save data and content licensing costs and add a key element to our future business strategy, an important part of which is predicated on providing data, content, technology, and information services to automotive marketers on a global basis," said Lorimer. "We believe the power of the Autobytel and Carsmart brands, combined with Autoweb's strong relationships with leading portals and key affiliates, will allow the combined company to become the industry standard for automotive research information with the largest audience of online automotive shoppers," said Dean DeBiase, Chairman of Autoweb." "During the last several months, we have made substantial progress in cost-cutting and efficiency initiatives to accelerate our profitability goal," said Jeffrey Schwartz, CEO of Autoweb. "This deal, combined with substantial expenditure reductions in our portal agreements, can enable us to realize integration synergies on the expense side of our new company." Autoweb's recent restructuring of its marketing agreements with its portal partners is expected to reduce future obligations through 2003 by $40 million. For Q2 through Q4 2001, these year-over-year expenses are expected to be reduced by over $15 million." The closing of the deal is subject to customary conditions including both regulatory approvals and shareholder approval of both parties. Lorimer will remain as President and CEO, Michael Fuchs will remain as Chairman, and Jeffrey Schwartz will join as Vice Chairman of the combined company. Pursuant to the merger agreement signed today, Autobytel agreed to elect two designees of Autoweb to the company's board of directors upon consummation of the transaction. "We are extremely excited about adding Jeffrey to our executive management team," said Lorimer. "Jeffrey's first order of business is to lead the integration efforts. Clearly, he has the experience to assist us in realizing the promise this combination offers, while preserving the strong Autoweb brand position and dealer and industry relationships." The newly combined entity will trade under Nasdaq: ABTL. Upon completion of the transaction, the combined entity will change its name to Autobytel, Inc., reflecting its ownership of multiple online brands, including Autobytel, Autoweb, Carsmart, Autosite and Dealersites, as well as AIC. Lehman Brothers is acting as sole financial advisor to Autobytel in connection with the transaction. In conjunction with this release there will be a conference call broadcast live over the Internet today, April 11, 2001 at 4:30 PM EDT. Links to the web cast conference will be announced later today.