Xlmedia Regulatory News (XLM)

XLMedia PLC

("XLMedia", the "Company" or the "Group")

XLMedia acquires remaining minority shareholding in Marmar Media Ltd.

XLMedia (AIM: XLM), a leading provider of digital performance marketing, is pleased to announce that it has entered into an agreement to acquire the remaining minority shareholding in Marmar Media Ltd. ("Marmar") (the "Acquisition") that the Company does not already own for a total consideration of approximately US$2.4 million.

The total consideration, payable in cash, is comprised of US$2.25 million, to be paid immediately, and an additional amount representing 46 per cent. of Marmar's distributable net profits for the period from 1 January 2017 to 31 July 2017 (less an amount representing working capital commitments).

XLM acquired a 54 per cent. stake in Marmar, which specializes in performance based marketing across the app, software and entertainment verticals, in June 2015 and is now acquiring the remaining 46 per cent. via the Company's wholly owned subsidiary, Webpals Holdings Ltd., acquiring both of Gindawii Holdings Ltd. and Farmland Holdings Ltd., companies wholly owned by Marmar founders, Mr. Oren Avidor and Mr. Gal Avidor (together, the "Vendors").

In the year ended 31 December 2016 Marmar generated revenues and profit before tax of US$11.7 million and US$2.5 million respectively. The Acquisition of the remaining 46 per cent. stake in Marmar is expected to enable XLM to further strengthen the Group's media channel growth, enable the Group to extract additional synergies, run an increased number of campaigns and continue the diversification of the Group's revenue and customer base.

Marmar is already consolidated into the Company's financial statements. As such, the Acquisition of the minority stake will not affect the Company's profit and loss reporting but will increase the net income attributable to equity holders of the Company as the minority holders are removed.

The Vendors are considered to be related parties of the Company pursuant to Rule 13 of the AIM Rules for Companies. The Directors of the Company consider, having consulted with Cenkos Securities plc, that the terms of the Acquisition are fair and reasonable insofar as its shareholders are concerned.

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