Nstein Technologies Acquires Picdar, Dominant Provider of Picture and Digital Asset Management in UK
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Nstein's momentum continues - the Company consolidates its position in UK and Europe as a leader of online publishing solutions
MONTREAL, Canada and ST ALBANS, UK, Feb. 13 --Highlights
o Complementary solutions - clients of both companies now have access to a full suite of solutions for integrated online and print publishing and content management
o Expanded client base - Picdar's 50 prestigious clients including Associated Newspapers, Trinity Mirror, The Telegraph and The Guardian combined with Nstein's UK client roster such as BBC and News International represent an unbeatable portfolio of leading UK media and publishing clients
o Picdar's CEO, Lesley Steinitz, to helm Nstein's UK operations as Director of Operations (UK) and Picdar's CTO, Andy Heather, appointed VP Worldwide Publishing
o Enterprise value ranging between $6,595,000 and $9,245,000(GBP 3,375,000 to GBP 4,730,625) contingent on meeting future revenues and EBITDA targets - paid through a combination of cash and shares
Nstein Technologies Inc. www.nstein.com (TSX-V: EIN), a leader in online publishing solutions for newspapers, magazines and online content providers, today announced that it has acquired Picdar, dominant provider of picture and digital asset management in UK. Established for over 20 years, Picdar provides Digital Workflow and Asset Management (DAM) solutions to newspapers, magazine and corporate publishers. Picdar has built a reputation of technological innovation and outstanding customer support, helping major publishers such as Associated Newspapers, The Financial Times, Independent Newspapers, The Telegraph, The Guardian, Trinity Mirror, IPC and Conde Nast steer into the digital age.
Nstein welcomes Andy Heather, Lesley Steinitz, and Jeff Carson to its management team. Co-founder of Picdar and principal architect of the Media Mogul product suite, Andy Heather will continue to support local UK operations, as well as contribute to Nstein's combined product strategy as VP Worldwide Publishing. Lesley Steinitz, currently Chief Executive of Picdar, will now lead Nstein's UK offices as Director of Operations (UK). Jeff Carson, who initially joined Picdar as a software engineer will continue to act as Director of Engineering, responsible for local development and technical services.
Luc Filiatreault, President and Chief Executive Officer of Nstein Technologies, declared: "With the acquisition of Picdar, Nstein increases its market share in Europe and consolidates its position as the world-leading provider of online publishing solutions for the media industry. Our customers now benefit from a strong local presence in the UK and a team of talented publishing technology experts. Combined with our other European offices, the acquisition of Picdar strengthens our professional services and delivery capabilities in Europe. Moreover, Lesley, Andy, and Jeff are invaluable additions to our world-class executive team and they will help ensure our success as we continue to grow rapidly both in Europe and on the international scene."
Andy Heather added: "Customers of both Picdar and Nstein will be better served and gain unique competitive advantages as a result of this combination. Our products are complementary, bringing our worldwide customers exciting new benefits. We now focus on bridging our respective foundations to rapidly unlock these synergies."
Lesley Steinitz concluded: "We are thrilled to join Nstein. Nstein's strategic focus which is to provide the media and publishing industry with the benefits of comprehensive and leading-edge online publishing solutions goes hand-in-hand with our own culture and philosophy. Nstein's momentum and global presence will bring our employees significant professional growth opportunities."
Under the terms of this arm's-length transaction, Nstein has acquired all of the outstanding common shares of Picdar for a purchase price equivalent to the sum of (i) the business' enterprise value set at between $6,595,000 and $9,245,000 (GBP 3,375,000 to GBP 4,730,625), plus (ii) the working capital excess at closing estimated at $4,545,000 (GBP 2,325,500). An amount corresponding to 75% of the enterprise value, namely $6,595,000 (GBP 3,375,000) is payable at closing, and the balance of up to $2,650,000 (GBP 1,355,625) contingent on meeting certain future revenues and EBITDA targets. Each payment is made of a mix of 75% in cash and 25% in newly issued shares of Nstein at a price based on the 20 trading days weighted average trading price of Nstein shares on the TSX-V immediately prior to such payment date. The shares issued are subject to the terms of an escrow agreement and will be released quarterly over a period of twenty-four (24) months. The working capital excess is payable in cash. The transaction is subject to approval of the Exchange. A Material Change Report will be filed today on SEDAR.
About Nstein Technologies Inc.
Nstein Technologies (TSX-V: EIN) develops and markets multilingual solutions that power online publishing for the most prestigious newspapers, magazines, and content-driven organizations. Nstein's solutions generate new revenue opportunities and reduce operational costs by enabling the centralization, management and automated indexing of digital assets. Nstein partners with clients to design a complete online strategy for success using publishing industry best practices for the implementation of its Web Content Management, Digital Asset Management and Text Mining Engine products. www.nstein.com
o The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
o Any statement that appears prospective shall not be interpreted as such.
Source: NSTEIN TECHNOLOGIES INC.
CONTACT: Nstein Technologies Inc.: Investor Relations: Bruno Martel, Chief Financial Officer, Nstein Technologies Inc., (514) 908-5406, bruno.martel@nstein.com;
Media: Rina Marchand, Marketing Manager, Nstein Technologies Inc., (514) 908-5406, rina.marchand@nstein.com;
Renmark Financial Communications Inc.: Maurice Dagenais, mdagenais@renmarkfinancial.com;
Bryan Neebar, bneebar@renmarkfinancial.com; (514) 939-3989, Fax: (514) 939-3717, www.renmarkfinancial.com
