Released on = May 23, 2007, 10:00 am

Press Release Author = Lala C. Ballatan

Industry = Law

Press Release Summary = Vertrue's shareholders asked the Judge of a Delaware court
to bar its top executives from getting hooked up to private equity partners
intending to buyout Vertrue.

Press Release Body = Vertrue's shareholders asked the Judge of a Delaware court to
bar its top executives from getting hooked up to private equity partners intending
to buyout Vertrue. The shareholder has alleged that the buyout would cheat
investors. Vertrue is an Internet marketing firm operating the dating site,
Lavalife.com.

Los Angeles, California, May 22, 2007 - Supporting a request for preliminary
injunction Stanley Berg and Harvey Poppel, Vertrue shareholders, asked that the
Delaware Chancery Court prohibit their top management executives from continuing
with a private deal with three companies on private equity. The private deal being a
buyout of the Vertrue Internet marketing firm based in Norwalk, Conn.

According to the plaintiff shareholders, once the private deal arranged by their
senior management with three private equity partners goes through, stockholders will
get some $470 million or, converted per share, $48.50. This amount equals only to a
fraction above the market price of Vertrue.

As a rule in business ethics, once shareholders cooperate in a buyout, they are
offered a substantial premium. This is so since a buyout eventually means that the
shareholders will not have any share of the company's profits in the future.

The complaint of the plaintiff shares that stock analysts predict that Vertrue's
value will step up since its Internet marketing facilities are set to continue
successfully. A significant fact supporting this prediction is the popular Lavalife
singles-dating site, which continues to gain widespread fame.

Furthermore, according to the suit, the prospective buyout already has set
conditions. Vertrue's CEO Gary Johnson along with lieutenants get to keep their
positions once the private equity companies, One Equity Partners, Oak Investment
Partners and Rho Ventures gain control.

Under the Delaware corporate law where Vertrue is incorporated, when directors agree
to some changes of control in a company, they have a heightened duty to their
minority shareholders.

But the members of Vertrue's Board of Directors have not seriously looked for other
alternative offers even when they had the motions to undergo a "go shop" period
wherein the firm was presented to other potential suitors, says the plaintiffs.

Presently the period of \"go shop\" has ended and there would now be a stiff penalty
of $22.5 million as termination fee for any competing suitor of the company.

This termination fee will have to be paid by the buyer to the three private equity
companies on behalf of Vertrue, in case the firm discontinues its arrangement with
the three firms, according to the suit.
The shareholders requested the court to bid Vertrue's officers and directors from
doing any more measures that would complete the buyout deal and would oblige them to
start a genuine search for alternative offers.

Vertrue's top executives have yet to comment upon the lawsuit.


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