Mineral & Fin Regulatory News (MAFL)

15 Feb 2007 09:29

Upstream Marketing and Comms Inc.15 February 2007 Upstream Marketing and Communications Inc. UPSTREAM ACQUIRES AUSTRALIAN PUBLIC RELATIONS FIRM, EXPANDING ASIA PACIFIC NETWORK AND ACCESSING NEW MARKETS LONDON - February 15, 2007: Upstream Marketing and Communications Inc. ("Upstream", Stock Code UPS.L) is pleased to announce that it has acquired MacroConsulting ("Macro"), a full service public relations company founded in 1985,with a specialized technology practice serving such clients as Linksys, SanDisk,Skype and O2 (the "Acquisition"). The maximum total consideration for the Acquisition is £800,000 which will besatisfied by the issue and allotment to the vendors of up to 4,000,000 newOrdinary Shares in Upstream at an agreed price of 20p each (the "ConsiderationShares"). Based on the closing middle market price of 9.75p per Ordinary Shareon February 14 2007, the maximum aggregate consideration payable will be£390,000. The Consideration Shares represent approximately 3% of the Upstream'senlarged share capital and the agreed issue price of 20p represents a premium ofapproximately 106% to the closing middle market price of 9.75p per OrdinaryShare on February 14, 2007. The Consideration Shares will be issued in 4 different tranches upon completionof the Acquisition (the "Completion") and after achieving specific performancetargets from 2007 to 2009. Upstream will issue 1 million shares in each trancheno later than 30 days after release of final accounts by the auditor each year.Any Consideration Shares issued will be subject to lock-in undertakings for aperiod of 36 months from Completion.. Peter Kingsbury and Paul Adams, two of thevendors of Macro, have board representation on Upstream Asia Limited, asubsidiary of Upstream, and accordingly the Acquisition is deemed to be arelated party transaction under the AIM Rules. Accordingly the board ofUpstream, having consulted with Strand Partners Limited, considers the terms ofthe acquisition to be fair and reasonable insofar as shareholders are concerned. Macro Consulting, whose focus is the Australian market, has been an Upstreamnetwork affiliate since 2003, and has led to client introductions to Upstreamincluding Qantas, GMI and Informatica, while Upstream's Asian network has led tobusiness wins in Australia such as O2 and Skype. In the financial year ended 31December 2006, Macro Consulting achieved a pre-tax profit of £ 48,007 and as at31 December 2006 had net assets of £ 40,500. "Having a significant Upstream presence in Australia will enhance our ability todrive business throughout the network and serve clients region wide, whether inAustralia, operating from regional headquarters there, or from Australiancompanies continuing to push into China," according to Upstream's CEO, DavidKetchum. "China is fast becoming Australia's largest trading partner and the relationshipbetween the two nations continues to strengthen with most major Australian firmshaving established offices in China over the past few years," said Grahame Cox,managing director of the Australian company. "Our offices in Beijing and Shanghai are perfectly positioned to help Australiancompanies increase their brand recognition in the world's most excitingmarketplace." About Upstream Founded in 2000, Upstream is a full service marketing and corporatecommunications network positioned to help companies make the most of businessopportunities in the Asia Pacific region. Upstream has offices in Beijing, HongKong, Shanghai, Singapore, Sydney, Taipei and Tokyo, as well as regional andglobal affiliates. Key practice areas include technology, corporate & financial,and consumer & travel. For more information, please visit www.aboutupstream.com Contact: David KetchumUpstream+852 2973 0222david@upstreamasia.com Allan PiperFirst City Financial Public Relations+44 20 7436 7486 This information is provided by RNS The company news service from the London Stock Exchange