SILVERBACK MEDIA plc.
Silverback Media Plc Acquires European Mobile Agency, FollowCom SAS
SILVERBACK MEDIA plc. / Acquisition Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- Silverback Media Plc Acquires European Mobile Agency, FollowCom SAS - Acquisition creates a significant mobile marketing network in France - FollowCom SAS brings clients such as L’Oreal, Gemey-Maybelline and Renault to the Company’s portfolio Silverback Media Plc (London: SBMP; Frankfurt: SVD) announces that it has acquired FollowCom SAS ('FollowCom'), a mobile marketing agency based in Paris, France. Silverback Media intends to merge FollowCom into SBW Paris (formerly Cellcast Interactif), the flagship operation of its Silverback Wireless division. Silverback Wireless is a global network of mobile marketing agencies with operations in Toronto, Los Angeles, Miami, New York and Paris. FollowCom provides interactive and mobile services to help brands integrate mobile media into their marketing mix. FollowCom has a comprehensive mobile strategy which utilizes interactive multimedia content, the web and event marketing. FollowCom’s strategy establishes a dialogue between brands and consumers through WAP, SMS/MMS, Bluetooth and interactive kiosks. FollowCom provides its services to many leading global brands such as L’Oréal, Gemey-Maybelline, Garnier, Renault, Mitsubishi and SFR. The acquisition of FollowCom was completed for an aggregate of US$2.175 million consideration comprised of $275,000 in cash and 2,000,000 Silverback Media Plc shares on closing. Approximately US$2.066 million was attributed to goodwill. This price is subject to adjustment based on revenue and EBITDA from the operations of FollowCom meeting specific targets over the subsequent two-year period as follows: (a) First Earn Out: within 75 days after the first anniversary of the closing, a cash amount of up to US$150,000 and up to US$450,000 worth of ordinary shares in the capital stock of Silverback will be paid in accordance with the following provisions: (i) if the Gross Revenue of FollowCom in the 12 months after closing exceeds US$1,500,000 and the EBITDA for the same period is equal to or greater than US$400,000, 100% of the First Earn Out consideration will be paid, or (ii) if the Gross Revenue of FollowCom in the 12 months after closing exceeds US$1,000,000 million but is less than US$1,500,000 and the EBITDA exceeds US$260,000 but is less than US$400,000, 50% of the First Earn Out consideration will be paid (b) Second Earn Out: within 75 days after the second anniversary of the closing, a cash amount of up to US$150,000 and up to US$450,000 worth of ordinary shares in the capital stock of Silverback will be paid in accordance with the following provisions: (i) if the Gross Revenue of FollowCom in the 12 months after the first anniversary of the closing exceeds US$2,000,000 and the EBITDA for the same period is equal to or better than US$520,000, 100% of the Second Earn-Out Consideration will be paid, or (ii) if the Gross Revenue of FollowCom in the 12 months after the first anniversary of the closing exceeds US$1,500,000 but it is less than US$2,000,000 and the EBITDA exceeds US$400,000 but is less than US$520,000, 50% of the Second Earn-Out Consideration will be paid The principals of FollowCom have the option, exercisable by notice in writing, to buy back all, and not less than all, the shares of FollowCom if Silverback Media is insolvent on the 16-month anniversary of the closing date. The 16-month buy-back price is US$275,000, plus an amount equal to the cash payments and the market value of Silverback shares paid by Silverback Media in respect of earn-out payments, plus 100% of the cash provided, contributed or financed by Silverback Media since the closing date. The principals of FollowCom also have the right, exercisable by notice in writing, to buy back all, and not less than all, the shares of FollowCom if the ordinary shares of Silverback are not freely tradable by the 24-month anniversary of the closing date, or if the twenty day average closing price of Silverback Media ordinary shares as quoted on a stock exchange, organized market or bulletin board immediately preceding the 24-month anniversary of the closing date is less than US$0.20 per common share, or if Silverback Media is insolvent on the 24-month anniversary of the closing date. The 24-month buy-back price is US$275,000, plus an amount equal to the cash payments and the market value of Silverback shares paid by Silverback Media in respect of earn-out payments, plus 100% of the cash provided, contributed or financed by Silverback since the closing date. FollowCom reported turnover of €399,000 for the period February 15, 2006 to December 31, 2006, and €264,000 for Q1 2007. Martin Doane, CEO of Silverback Media, commented, 'This acquisition solidifies our position as a leading mobile marketing network and brings further innovative mobile marketing solutions combined with an impressive list of clients to Silverback Media. FollowCom already has a close working relationship with our team in Paris and one of the reasons that attracted us was the strength of the management team. Christophe Collet and Stanislas Coignard are considered to be leaders in the mobile marketing industry in France and we welcome them to our global team.' The Directors of Silverback Media Plc accept responsibility for this announcement. For additional information please contact: Silverback Media Plc Martin J. Doane, President and CEO Toronto Office Phone: +1 -416 -366 -6691 Email: m.doane@silverback-media.com Atlantic Law LLP Matthew Thompson Tel: +44 -20 7616 2888 Email: matthew.thompson@atlantic-law.com Press Contact Conduit PR Ltd Jos Simson/Christian Taylor-Wilkinson Tel: +44 -20 7429 6666 Email: Jos@conduitpr.com / christian@conduitpr.com PvF Investor Relations Joerg G.H. Peters Frankfurt/Main Office Phone: +49 -69 -9 77 88 -710 Email: joerg.peters@pvf.de About Silverback Media Plc Silverback Media Plc is a global mobile marketing advertising agency with operations in Toronto, Los Angeles, Miami, New York and Paris. Silverback is positioned at the leading edge of the next phase of the evolving e-marketing sector, and is transforming the personal, portable and pervasive nature of mobile devices into a revolutionary, potent advertising and marketing channel. Through its innovative integration of leading edge technologies and expertise, Silverback Media provides marketers with the ability to deploy high-performance interactive mobile marketing campaigns that are fully-integrated and continuous with their online marketing initiatives in order to cost-effectively acquire and retain customers and generate brand recognition. Silverback Media is listed on the Open Market of Deutsche Boerse in Frankfurt/Main (Symbol: SVD) and the Plus Market in London (Symbol: SBMP). For more information on Silverback Wireless, please go to www.silverbackwireless.com. For more information about FollowCom, please go to www.followcom.fr/home.html. DGAP 03.08.2007 ----------------------------------------------------------------------
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