Acquisition

CSS Stellar PLC 23 January 2002 23 January 2002 CSS Stellar plc acquires Vertical Marketing Mix The board of CSS Stellar plc ('CSS Stellar' or the 'Company'), the sports and entertainment management and marketing group, is pleased to announce that it has entered into an agreement to acquire from John Zamoiski the entire issued share capital of Vertical Mix Marketing, Inc ('VMM'), a leading New York based media and entertainment marketing consultancy, for an initial consideration of $400,000 plus a deferred consideration of up to $5.6 million. Founded in 1995, VMM is a vertically integrated marketing solutions and promotions company focusing on the development and implementation of strategic alliances between companies and products that have common interests and target markets. , with cClients such as include AOL, A&E Networks, Mediamerica, NBC Cable Television, Oxygen, Showtime Networks and The Weather Channel. The company is divided into four practice areas: Strategic Planning and Development, Alliance Marketing, Interactive Services and Premium and Incentive Programming. The heaviest focus is on Alliance Marketing. The Alliance Group is dedicated to developing and implementing strategic alliances between companies and products that have common interests and target markets. CSS Stellar will integrate VMM will be an excellent strategic fit with GEM, the leading US based consumer specialist sports marketing consultancy specialising in sport it acquired by CSS in July 2001. GEM provides consultancy advice to blue chip clients on how get the most from their marketing and sponsorship budgets with clients including Coca-Cola, UPS, Sears and Molson.VMM will further strengthen the Company's position in the entertainment marketing industry and importantly provide the Company with a presence in New York. In the year ended 31 December 2000, VMM made a profit before tax of $0.34 million336,746 (£0.24 million234,503). At the same date, VMM had net assets of $0.2 million202,399 (£0.14 million140,946). The initial consideration payable under the acquisition agreement is $400,000 (approximately £278,550 based on the US Dollar exchange rate of 1.436 as quoted in the Financial Times on 19 January 2002) to be satisfied as follows: * $200,000 (£139,275) by the issue and allotment, subject to admission to trading on the Alternative Investment Market of the London Stock Exchange ('AIM'), of 46,894 new ordinary shares of 50p each at 297p per share, based on the average closing price of the Company's shares over the 10 business days up to and including 18 January 2002, as extracted from the Daily Official List; and * $200,000 in new ordinary shares based on the average closing price of the Company's shares for the 10 business days ending on the day immediately prior to the publication of CSS Stellar's preliminary results for the financial year ended 31 December 2001 ('Results Date') and with reference to the US Dollar exchange rate as quoted in the Financial Times for the day immediately prior to the Results Date. Further consideration up to a maximum of $5.6 million (£3.9 million) may become payable, by the issue of new ordinary shares, depending on the audited profit before tax achieved by VMM for the financial year ending 31 December 2002. John Webber, Chairman of CSS Stellar, said: 'We are very excited by the acquisition of VMM. VMM is regarded as, a highly regarded market leader in entertainment marketing and .It is an excellent opportunity to will help fulfil the Company's ambitions next stage of our strategy by to expanding our its presence in the US market and specifically in New York. This acquisition will give GEM, a specialist in sports marketing, an entry into the entertainment industry and provide a wealth of new business opportunities by cross fertilisation between the two companies.' The acquisition agreement has completed subject to the 46,894 new ordinary shares being admitted to trading on AIM. Application has been made for the 46,894 new ordinary shares to be admitted to trading on AIM. Admission of these shares is expected and dealings are expected to commence on 29 January 2002. Enquiries: CSS Stellar Sean Kelly Tel: 020 7907 4520 Weber Shandwick Square Mile Ben Padovan Belinda Yates Tel: 020 7329 0096 Mobile: 07703 574513 This information is provided by RNS The company news service from the London Stock Exchange
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