Kaboose Closes Acquisition of UK-Based Bounty Group
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Acquires UK's Largest Parenting Club and #1 Online Family Destination in the UK TORONTO, Dec. 12 /PRNewswire-FirstCall/ - Kaboose Inc. ("Kaboose" or the "Company") (TSX: KAB), one of the largest family-focused online media companies in the world, announced today that it has completed the acquisition of Bounty Group Limited ("Bounty"), the UK's largest parenting club and the leading family destination online in the United Kingdom. Under the terms of the agreement, Kaboose acquired 100 percent of Bounty for a purchase price of (pnds stlg)70 million (approximately $140 million) less debt and other long-term liabilities. Bounty is the pre-eminent marketing and advertising platform in the United Kingdom targeting new and expecting mothers, through exclusive contracts with most UK-based hospitals, established relationships with brand owners and direct access to over 95% of the estimated 750,000 annual births in the United Kingdom. Over the past 48 years, Bounty has established a reputation as a credible, independent source of information, products and services for new and expectant mothers. As the number one life-stage marketing and advertising company focused on new mothers in the UK, Bounty helps global advertisers reach this coveted audience through online media and direct marketing, a professional health network and product sampling, podcasting, photography and online photos and parenting guides. Bounty Highlights - Europe's largest database of young families with approximately nine million records; - Number one online destination for young families in the United Kingdom; - UK's largest parenting club with over 2.4 million active members and over 50,000 new members every month; - Coverage of 95% of the approximate 750,000 annual births in the United Kingdom, gained through 217 exclusive and 28 non-exclusive distribution contracts with most of the maternity hospitals in the United Kingdom; - Largest coverage of the young family market and the greatest number of touch points to consumers, starting in the early stages of pregnancy and continuing until the child reaches five years of age; - Generated revenue of $41.3 million in 2006 and $37.2 million for the first nine months of 2007; - Generated EBITDA (earnings before interest, taxes, depreciation, amortization, non-recurring charges and share-based compensation) of $7.2 million in 2006 and $6.9 million for the first nine months of 2007; - Long-standing contractual client relationships with leading consumer brands, including Procter & Gamble, Kimberly-Clark, Unilever, Johnson & Johnson and ASDA (Wal-Mart); and - Bounty's talented management team has signed three-year employment contracts and will continue in their respective roles as part of the Kaboose management team. "The acquisition of Bounty is the biggest and most exciting step we have made in our company's history," stated Jason DeZwirek, Chairman and Chief Executive Officer of Kaboose. "Bounty has an unparalleled market position in the UK and a fantastic recognizable brand with new and expecting families. The UK is Kaboose's second largest audience and the acquisition of Bounty will enable us to monetize our significant European online traffic. As we extend our strategy to international markets targeting the young family audience, we believe that we have identified the best company in Europe to meet our goals." Simon Williamson, Managing Director of Bounty said, "The entire Bounty team is thrilled to be teaming up with Kaboose. We look forward to the combination of our many touch points with this highly coveted consumer segment. The combined company will be a powerful and integrated global media and marketing platform, helping leading consumer brands reach the young family target audience." Under the terms of the Bounty transaction, Kaboose acquired all of the outstanding shares of Bounty from Bounty shareholders, including funds managed by ECI Partners LLP, a UK-based private equity firm. The purchase price was (pnds stlg)70 million (approximately $140 million) less debt and other long-term liabilities of approximately (pnds stlg)12.3 million. Approximately (pnds stlg)5.8 million of the purchase price was satisfied through the issuance of approximately 4.2 million common shares of Kaboose to the Bounty shareholders, (pnds stlg)8.2 million will be satisfied through the issuance by Kaboose of loan notes that will be due in June 2008 and the balance will be paid in cash. The cash portion of the purchase price was financed through a $115 million equity offering and a new credit facility with the Royal Bank of Canada. In addition, HSBC will continue its lending relationship with Bounty following the acquisition by Kaboose. EBITDA is a non-GAAP financial measure and does not have a standardized meaning. The method used for calculating EBITDA may differ from methods used by other entities and, accordingly, is unlikely to be comparable to similar measures used by other entities. About Kaboose Inc. Kaboose is one of the largest family-focused online media companies in the world and one of the top-five most visited family destinations online. From pregnancy to parenting, birthday parties to scrapbooking, and entertainment to education, Kaboose has the content and applications to help parents plan and share their family life. Kaboose owns some of the world's leading online properties targeting families, including Bounty.com, BabyZone.com, ParentZone.com, Kaboose.com, AmazingMoms.com, TwoPeasInABucket.com, BubbleShare.com, BirthdayInABox.com, Funschool.com and Zeeks.com. Kaboose trades on the Toronto Stock Exchange under the symbol "KAB." This document may contain forward-looking statements, relating to Kaboose Inc.'s operations or to the environment in which it operates, which are based on Kaboose Inc.'s operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond Kaboose Inc.'s control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. Kaboose Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. SOURCE Kaboose Inc. Jason DeZwirek, Chairman and Chief Executive Officer; Jonathan Pollack, Chief Financial Officer, TEL: (416) 593-3000, FAX: (416) 593-4658; For additional information on Bounty, please visit: www.bounty.com and www.bountybusiness.com
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