Formation of opaqueMedia & Acquisition News

nanoUniverse PLC 9 May 2000 nanoUniverse plc ('nanoUniverse' or 'the company') Formation of opaqueMedia ('oM', a nanoUniverse Subsidiary) and acquisition of Reservision nanoUniverse is a dual US and UK Internet incubator that invests in, develops and operates Internet related companies. nanoUniverse is focused on early stage Internet companies and concepts that are well positioned to capitalise on the Internet's transition to broadband and the convergence of the Internet and media industries. nanoUniverse floated on the Alternative Investment Market in March 2000, raising £27.5 million of equity principally from institutional investors. * Formation of a new 100% owned subsidiary, opaqueMedia. * oM aims to be a premier player in the rapidly evolving web and interactive media design and development industry. * oM will target clients that require assistance in making the transition from the prevalent narrowband environment to the upcoming broadband environment as well as provide critical support services to nU's own portfolio companies. * Agreement for oM to acquire 84% of Reservision (www.reservision.com), a Michigan corporation, for a total consideration of £901,545*. * A leading web and interactive media design and development firm. * Clients include three of the four largest hotel casino companies in the world, MGM Grand (MGG: NYSE), Park Place Entertainment (PPE: NYSE) and Mandalay Resort Group (MBG: NYSE), as well as Samsonite (SAMC: NASDAQ). * Weekly Gaming Insight, a highly rated newsletter from Prudential Securities on the Gaming Industry, rated the MGM Grand web site (www.mgmgrand.com) developed with Reservision as the 'most improved and best overall site' in the casino market. * Appointment of Tim Schaden, founder and principal shareholder of Reservision, as Chief Executive of opaqueMedia. * Translated into GBP, at a rate of $1.54 per £1. Alan Buggy, Chairman, commented: 'The formation of opaqueMedia highlights nanoUniverse's goal to focus on companies that are well positioned to take advantage of the transition of the Internet from a narrowband text driven media, to a broadband content driven media. As every leading company rushes to incorporate broadband and interactive media features into their business models, we believe the opportunities for opaqueMedia will be significant.' Enquiries: nanoUniverse Plc (www.nanouniverse.co.uk) Tel: 020 7838-0483 Alan Buggy E-mail: alanbuggy@nanouniverse.co.uk Kiran Sidhu E-mail: ksidhu@nanouniverse.co.uk College Hill Tel: 020 7457 2020 Nicola Weiner E-mail: nicola@collegehill.com Chelsea Allen E-mail: chelsea@collegehill.com INTRODUCTION nanoUniverse is a dual US and UK Internet incubator that invests in, develops and operates Internet related companies. nanoUniverse is focused on early stage Internet companies and concepts that are well positioned to capitalise on the Internet's transition to broadband and the convergence of the Internet and media industries. nanoUniverse floated on the Alternative Investment Market in March 2000, raising £27.5 million of equity, principally from institutional investors. FORMATION OF OPAQUEMEDIA nanoUniverse announced today the formation of a new 100% owned subsidiary, opaqueMedia. oM aims to be a premier player in the rapidly evolving web and interactive media design and development industry. oM will offer strategic advice, website and interactive media design and development services, e-commerce solutions, as well as custom applications and interfaces to businesses, entertainment groups and Internet start-up's worldwide. In particular, oM will target customers that require assistance in the transition from the prevalent narrowband environment to the upcoming broadband environment, as well as providing support services to nU's own portfolio companies. oM plans to expand rapidly, through a combination of internal growth and the acquisition of significant equity positions in cutting edge professional Internet service companies in the UK, US and Europe. The worldwide market for Internet professional services is expected to grow from $7.8 billion in 1998 to $78.6 billion in 2003, a ten- fold increase representing a CAGR of almost 60%. Much of this growth is expected to be broadband and content related. (Source: International Data Corp.) The Internet professional services business is self- financing compared to other Internet related businesses, because providers collect fees for servicing clients. There are no upfront technology development, infrastructure or marketing costs. The business is close to positive cash flow at the very onset. Once critical mass is established, there is significant profit potential as well as the capability to develop core proprietary technologies. oM will also become the favoured Internet professional service provider for all nanoUniverse portfolio companies, thus capturing a captive client base. oM will also become nanoUniverse's in-house technology and marketing think-tank and provide technical assistance and advice to nanoUniverse and its portfolio companies. Alan Buggy, Chairman of nanoUniverse plc commented: 'The formation of opaqueMedia highlights nanoUniverse's goal to focus on companies that are well positioned to take advantage of the transition of the Internet from a narrowband text driven media, to a broadband content driven media. As every leading company rushes to incorporate broadband and interactive media features into their business models, we believe the opportunities for opaqueMedia will be significant'. ACQUISITION OF RESERVISION As its first step in fulfilling this strategy, oM has entered in a common stock purchase agreement to acquire 84% of Reservision (www.reservision.com), a leading web and interactive media design and development firm for £901,545 in total consideration; £353,494 in cash and £548,051 in a convertible promissory note to be paid over time (subject to various performance conditions). The transaction is subject to customary completion conditions including final due diligence, and is anticipated to close within the next few weeks. Reservision is located in Ann Arbor, Michigan (proximate to the University of Michigan, a leading US technical university located also in Ann Arbor, Michigan) and currently employs 12 professionals plus support staff. 1999 unaudited turnover was approximately £425,000. Reservision provides strategic advice, website and interactive media design and development services, e- commerce solutions and custom applications and interfaces to corporate clients. The business is experiencing rapid growth. Reservision has developed web sites and interactive media for three of the four largest hotel casino companies in the world, MGM Grand (MGG: NYSE), Park Place Entertainment (NYSE: PPE) and Mandalay Resort Group (MBG: NYSE). Other Reservision clients include Samsonite (SAMC: NASDAQ). Recently, the Weekly Gaming Insight, a highly rated newsletter from Prudential Securities on the Gaming Industry, rated the MGM Grand web site (www.mgmgrand.com), developed with Reservision, as the 'most improved and best overall site' in the casino market. It goes on further to say that, 'MGM Grand's website is the prime example of what a company can do when it combines its creativity with the Internet's technological resources.' It then compliments Reservision by saying that, 'the re-launch of MGM Grand's site was developed together with Ann Arbor, Michigan based Reservision, Inc. Since 1997, Reservision has created powerful e-commerce websites and interactive presentations. They bring award-winning multimedia design, and real-time transaction integration to existing bricks and mortar systems, enhancing performance and profitability. Reservision offers consulting, project planning, site architecture, marketing and development for global brand name clients and e-commerce start-ups.' Tim Schaden, Chairman and CEO of Reservision, has agreed to join oM as Chief Executive Officer at completion, and plans to eventually relocate to nU's US incubator located in the greater Los Angeles area. David Hope, nU's CEO added: 'The acquisition of a majority stake in Reservision was prompted by our respect for the talents of Tim and his team. We were particularly impressed with Tim's mission to ensure his clients websites not only look and operate superbly, but also become a fully integrated part of their overall business operations. Reservision has the unique capability of seamlessly integrating clients' websites into their existing IT infrastructure.'
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