Danish Notabene.net, Scandinavia's leading online marketing agency with special focus on SEO (Search Engine Optimisation) and SEM (Search Engine Marketing), is continuing its expansion in the UK market through its latest acquisition of UK-based Neutralize (Nuera Limited). Neutralize was acquired by Notabene.net for GBP 1.85 million plus an additional earn-out scheme, dependant on the company's financial performance for 2007/2008. Notabene.net has signed a purchase agreement for the acquisition of the entire share capital of Neutralize (Nuera Limited). (www.neutralize.com). Neutralize is one of the leading SEO (Search Engine Optimisation) firm in the UK. It is recognised by its pears as a forward thinking and innovative firm. It is notably publishing the UK search engine Marketing benchmark report in association with e-consultancy. In September 2007, a satisfactory financial and legal due diligence investigation was carried out, and the details of the transaction have now been approved by Notabene.net's board of directors. Notabene.net intends to pursue its external growth strategy and is evaluating opportunities for further acquisitions in the UK as well as in other European countries. Motive and synergy effects: Neutralize specialises in SEO (Search Engine Optimisation) and PPC (Pay-Per-Click) Search Engine Advertising, which account respectively for 80% and 20% of its business. Neutralize provides services to a wide range of large companies both in the UK market and globally. Neutralize customers include the likes of Black & Decker, DeWalt, CNET UK, The London Stock Exchange, ebuyer, Messagelabs, and many others and is both a Google Qualified Company and Google Enterprise Partner licensed to resell Google search technology. Neutralize was established in 1999 by Lucy Cokes and Edward Cowell and since then, it has grown to employ a staff of 24 persons at its Cornwall-based headquarters in Southern England. Notabene.net's management is confident that the acquisition of Neutralize substantially enhances Notabene.net's market position in the UK and across Northern Europe. Synergies between Notabene.net, Guava and Neutralize will allow the company to compete with the best in the market and form a strong platform for further development in the UK and in other European countries. ”Through our acquisition of Neutralize, which is one of the best UK providers of SEO (Search Engine Optimisation) services, we have paved the way for Notabene.net to take another great step forward to become one of the 5 largest players in the UK search engine marketing sector. We are looking forward to working with the current management to fully exploit synergies between our existing operations in the UK (Guava Limited) and Neutralize and to continuously offer outstanding services to our rapidly expanding customer base”, says Brian Mertz Pedersen, the CEO of Notabene.net. Effects of the acquisition: In the financial year 2006/2007 (the period from 01.10.2006 to 30.09.2007) Neutralize is expected to achieved a turnover in excess of GBP 1,9 million, equal to approx DKK 20 million. Notabene.net's management estimates that the acquisition will contribute to the turnover by around DKK 25-30 million. The founders of Neutralize, Lucy Cokes, and Edward Cowell will continue to serve on the Executive Board of Neutralize, and we expect that Teddie Cowell will substantially contribute to Notabene.net's global product and service development team. In connection with Notabene.net's acquisition of Neutralize Ltd., a new board of directors will be appointed. The Chairman of the Board of Directors of Notabene.net A/S, Ole Sigetty, Attorney-at-Law, Brian Mertz Pedersen, the CEO of Notabene.net A/S, Graeme Radford, the CEO of Guava Ltd. And the founders of Neutralize Edward Cowell and Lucy Cokes are to be appointed to the board of Nuera Limited. In addition, the Company's financial adviser, Olivier Garrigue, will also join the board of Nuera Limited as Notabene.net's representative in the UK. Olivier has spent more than 20 years' working across the telecommunications and media sectors where he held senior positions with firms such as AT&T, Arthur D. Little, BBC and Bear Stearns. In the past five years, Olivier has also founded three companies and advised firms such as AOL, Guardian Media Group, IMI plc and Altran SA on strategic planning issues and corporate finance transactions. Currently, he is non-executive director of Mapesbury Communications, Guava Limited and Managing Director of Mapesbury Capital Partners. Purchase price: The purchase price is fixed at GBP 1.85 million plus an additional earn-out for 2007/2008, which is dependant on the company's financial performance. The purchase price is to be settled by GBP 1.2 million in cash and GBP 0.65 million in the form of a new issue of shares in Notabene.net. The new share issue will be subject to a lock-up of which 1/3 can be sold during the period from 01.11.2007 to 30.10.2008, 1/3 during the period from 01.11.2008 to 30.10.2009 and 1/3 in the period from 01.11.2009 to 30.10.2010. From this time on, the shares can be freely negotiated. To obtain more information, please contact: Notabene.net A/S Horwath Revisorerne (Approved Adviser) Sankt Gjertruds Stræde 10 Strandvejen 58 DK-1129 Copenhagen K DK-2900 Hellerup Brian Mertz Pedersen Søren Jonassen CEO State Authorised Public Accountant Phone: +45 70 27 80 89 Phone: +45 39 29 25 00 Mail : ir@notabene.net Mail: s.jonassen@revisor.com About Notabene.net A/S: Notabene.net is Scandinavia's leading and fastest growing agency in the field of online marketing. Our business is built around the Internet and digital communications as strategic targets for our efforts. We grow organically and via targeted acquisition of successful niche firms in the countries in which we operate. Communication to target customer groups via digital channels is undergoing explosive development. We help our customers exploit the opportunities. Our competencies are focused on digital communications strategy and we implement the strategy via an optimal choice of media specialising in new media, including SEM (Search Engine Marketing), SEO (Search Engine Optimisation), Banner Advertising and Dialogue/Loyalty programs via e-mail. We apply an analytic, systematic and result-oriented approach to our sale and marketing activities. This secures that our customers are successful in attracting new customers and in maintaining increased sales to existing customers. We have more than 3,000 customers in Scandinavia and the UK. Our customer portfolio is comprised of small sized as well as large sized, leading enterprises such as Peugeot, MT Højgaard, CBB mobil, ASE, Europæiske Rejseforsikring, DSV, IHI, Novasol, Danware, Viasat, Oracle, Toyota, and others. In May 2006, Notabene.net was first quoted on First North under Copenhagen Stock Exchange OMX. Since being quoted, the Company's shares have increased by approx. 90%. We have offices based in Denmark, Sweden, Norway and the UK. The Company is headquartered in Copenhagen, Denmark, and staffed by more than 150 employees.
Notabene.net A/S set to acquire UK-based Nuera Limited trading as “Neutralize *\”
| Source: NetBooster Holding A/S