Acquisition - Replacement
CSS Stellar PLC
23 January 2002
THIS RELEASE REPLACES 'CSS STELLAR PLC ACQUIRES VERTICAL MARKETING MIX' RELEASED
AT 07.00am THIS MORNING
23 January 2002
CSS Stellar plc acquires Vertical Mix Marketing
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 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. Clients include AOL, A&E
Networks, Mediamerica, NBC Cable Television, Oxygen, Showtime Networks and The
Weather Channel.
CSS Stellar will integrate VMM with GEM, the US based specialist sports
marketing consultancy it acquired in July 2001. 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 $336,746
(£234,503). At the same date, VMM had net assets of $202,399 (£140,946).
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 market leader in entertainment
marketing and will help fulfil the Company's ambitions to expand its presence in
the US market and specifically in New York.'
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