03.01.2006 13:08:00
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Digitas Inc. Signs Agreement to Purchase Medical Broadcasting Company
Founded in 1990, MBC specializes in the creation of innovative,integrated marketing programs for clients in the pharmaceutical,biotechnology, and medical devices industries. MBC services includedigital marketing strategy, web analytics, online media planning andbuying, search engine marketing, creative design, web development,video production, and relationship marketing. Its current clientroster consists of many of the largest healthcare organizations in theworld, including 8 of the top 10 pharmaceutical companies as ranked byworldwide healthcare revenue.
"MBC's wealth of industry expertise in both professional andpatient communications is a complement to our strategy of targetingthe healthcare and pharmaceuticals marketplace," said David Kenny,chairman and chief executive officer, Digitas Inc.
MBC co-founders David Kramer and Linda Holliday said, "We'veenjoyed long-term relationships with a blue-chip roster of healthcareand pharmaceutical companies. Now, thanks to a doubling in consumers'use of the Internet as a medical information source and its rankingonly behind care providers as the most credible source, on-linemarketing is ascending to become a new leading media channel forhealthcare. Many of our clients are preparing to advance theirbusinesses' online strategy to address this and we see tremendousbenefit in being affiliated with the robust digital marketingcapabilities found in the Digitas Inc. family of agencies."
The privately-held MBC expects fee revenues of $23 - $25 millionfor the year ending December 31, 2005 and is profitable. MBC has 140employees at its office in Philadelphia.
Under the terms of the purchase agreement, the total purchaseprice will be determined on a three year earn-out arrangement and willbe paid in a combination of cash and stock. An initial payment of$30.4 million comprised of $22.4 million in cash and $8 million inDigitas Inc. common stock will be made at the time of closing. Thecalculation and payment of the earn-out will be based upon MBC'sfuture financial performance achieved through December 31, 2008.
Digitas Inc. expects to discuss the acquisition following thetransaction's close. Digitas Inc. said it anticipates the deal to befinancially accretive to its earnings in 2006.
About Digitas Inc.
Digitas Inc. (Nasdaq: DTAS) is among the world's largest marketingservices organizations and is the parent company of two of theindustry's most successful digital and direct marketing companies:Modem Media and Digitas LLC. Digitas Inc. companies offer strategicand marketing services that drive measurable acquisition, cross-sell,loyalty, affinity and customer care engines across digital and directmedia for world-leading marketers. The Digitas Inc. family haslong-term relationships with such clients as American Express, AT&T,Delta Air Lines, General Motors, IBM, and Kraft Foods. Founded in1980, Digitas Inc. and its two agencies: Modem Media, with locationsin Atlanta, London, Norwalk, and San Francisco; and, Digitas withlocations in Boston, Chicago, Detroit and New York, employ more than1,700 professionals.
Statements contained in this press release that are not historicalfacts are forward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Forward-looking statementsinclude statements by David Kramer and Linda Holliday, statementsconcerning the terms and timing of the acquisition of MBC, MBC'sprojected revenue and the financial contribution to earnings expectedby Digitas Inc.'s management. These and all other forward-lookingstatements in this press release are subject to known and unknownrisks and uncertainties that may cause actual results to differmaterially from those projected or implied in such forward-lookingstatements. Such factors include, without limitation, the possibilitythat the proposed acquisition will not close; that the closing may bedelayed or that the companies may be required to modify aspects of theacquisition to close the acquisition; the satisfaction of closingconditions to the acquisition; the reaction of clients of Digitas Inc.and MBC to the acquisition; Digitas Inc.'s timing and ability tosuccessfully integrate MBC's operations (including migration of MBC toDigitas Inc.'s systems and controls) and employees; the introductionof new services by competitors or the entry of new competitors intothe markets for Digitas Inc.'s and MBC's services; the failure byDigitas Inc. to retain key employees of MBC; failure to furtherdevelop and successfully market MBC's service offerings; failure toachieve anticipated revenues and earnings; and costs related to theacquisition. A further list and description of some of the risks anduncertainties potentially impacting Digitas Inc.'s business and futureperformance can be found in Digitas Inc.'s filings with the SecuritiesExchange Commission. Statements made today by Digitas Inc. concerningthe acquisition's expected financial contribution to earningsrepresents a point-in-time estimate and is based upon numerousassumptions that while believed to be reasonable may not prove to beaccurate. Digitas Inc. expressly disclaims any current intention orobligation to update this forecast or any other forward-lookingstatement contained in this press release.
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