Ebiquity Regulatory News (EBQ)

27 Oct 2008 13:46



Ebiquity plc ("Ebiquity" or the "Company")

Billets to acquire 25% stake in Spanish media consultancy

In response to its growing portfolio of client assignments, Billetts, the media consulting and auditing arm of Ebiquity plc, today announced that it had signed an agreement to acquire the right to purchase an initial 25% of Media Value S.L. ("MV"), a media auditing and consultancy business registered in Spain, for a sum that will be determined by their results performance in the year to 30 April 2009. Ebiquity has also negotiated an option to acquire all of the outstanding shares at a later date, subject to certain conditions. The consideration will be financed from the Company's existing resources.

Michael Greenlees, Chief Executive of Ebiquity said:

"Media Value will become part of the expanding Billetts International Network and extends our capabilities for our global clients by auditing advertising spend and offering consultancy services across Iberian markets. Media Value provides a first class management team and a highly skilled consulting practice and will allow us to take an increasing market share of these important European markets"

Transaction details:

Call Option (exercisable between August 2009 and May 2013) over 25% of the shares in MV to be settled in cash, exercisable on completion of financial statements for the 12 months to 30 April 2009 if revenue forecast for 2009/10 is at least €400,000 and Ebiquity are satisfied with the results to 30 April 2009. On this basis, Ebiquity expects that the initial consideration for 25% of the shares will be approximately €100,000.

If the Call Option conditions are met (as noted above), existing shareholders will be granted a Put Option, exercisable 6 months after the Call Option is exercisable.

If the Option is exercised, Ebiquity will receive pre-emption rights over the remaining 75% by way of a further Call Option (exercisable between May 2013 and October 2013). The shares are to be purchased at a fair value to be determined at the time of purchase, subject to a total consideration cap of €10,000,000 to be settled in cash.

Note that MV have not yet issued their first set of financial statements.

27 October 2008

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