Last checked at 19 Apr 2011 07:00
19 April 2011
AIM: ALT
Altitude Group plc("Altitude" or the "Group")
Trade Only Limited completes the acquisition of the business and assets of Technologo and related matters
Completion of the acquisition
On 7 March 2011, Altitude, the promotional merchandise and marketing solutions group, announced that its Information and Technology subsidiary, Trade Only Limited ("Trade Only") had entered into an agreement to acquire the business and assets of Technologo ("the Acquisition"), a leading supplier of virtual sample technology solutions to the promotional product industry, from Landmark Corporate Marketing Services Ltd. ("Landmark"). The Acquisition has now been completed by Trade Only Technology Services Ltd, a Canadian wholly owned subsidiary of Altitude incorporated for this purpose.
Related matters
Whilst Trade Only has developed its own virtual sample solution for use in web sites and product research portals, it has also for seven years had a licence to use Landmark's virtual sample software in its promotional product research portals and web sites in the UK until 31 December 2011. Advertising Specialty Institute. Inc. ("ASI"), a US based media and marketing organisation, has an exclusive licence from Landmark to use Landmark's virtual sample software in its promotional product research portals and web sites in the US ("US Licence") until 29 January 2012. The US Licence was excluded from the Acquisition (other than in the event that ASI consented to its assignment).
Following discussions between ASI and Altitude earlier this year, in March 2011 ASI made an indicative cash offer for Trade Only, subject inter alia to due diligence, which was rejected by the board of Altitude.
On 8 April 2011, ASI filed a request for a temporary restraining order ("TRO") alleging, inter alia, that the acquisition of Technologo by Trade Only Technology Services Ltd from Landmark breached the terms of the US Licence and seeking to restrict its ability to market the Technologo software to customers in the US. The judge refused to grant a TRO to ASI but has scheduled a further hearing for 2 May 2011 in the absence of the parties agreeing a settlement. The board of Altitude believes that the claim is without merit and has been advised by its US counsel that Trade Only is likely to succeed on ASI's allegations.
Further, the board of Altitude believes that, given that Trade Only has developed proprietary technology, even if ASI were to succeed, the impact on the business would be minimal both financially and operationally.
A further announcement will be made in due course.
Contact:
Altitude Group plc
Colin Cooke (Chairman) Tel: + 44 (0) 870 224 6677Martin Varley (Chief Executive) UK Tel: + 44 (0) 7912 599 012 US Tel: +1 305 639 0252
Merchant Securities
Lindsay Mair / Bidhi Bhoma Tel: 020 7628 2200
Notes:
Altitude Group plc has two distinct but related businesses. The Promotional Marketing division is one of the UK's leading suppliers and distributors of promotional merchandise to corporate and trade customers
The Information and Technology division (Trade Only) provides a range of Cloud-based Ecommerce, Enterprise Resource Planning, Customer Relationship Management and web-based solutions to both suppliers and distributors operating in the promotional merchandise industry. Trade Only also provides information services to the industry including product data flow between suppliers and independent distributors, and the UK's largest trade show for promotional merchandise industry.