.
18 June 2008
ToLuna plc
("ToLuna" or the "Company")
Acquisition of Common Knowledge Inc.
ToLuna is pleased to announce a significant expansion of its presence in the US
market with the acquisition of Common Knowledge Inc. ("Common Knowledge"), an
established provider of digital data collection services. Subject only to
receipt of the consideration monies by the vendors of Common Knowledge, which
is expected to occur later today, ToLuna has agreed to acquire the entire
issued share capital of Common Knowledge for an initial cash consideration of
US$8.49 million. In addition, deferred consideration of US$2.16 million is
payable in cash, of which the first payment of US$1.255 million is payable on
18 June 2009, with the second payment of US$0.905 million being payable on 18
June 2010. The acquisition is being funded by a combination of ToLuna's
existing cash resources, a new multicurrency revolving loan facility of �3
million and additional funding of �512,500 raised from an issue of new ordinary
shares to Eurovestech plc ("Eurovestech") at a price of 205p per share, the
closing mid-market price on 17 June 2008.
Information on Common Knowledge
Common Knowledge commenced trading in 1988 and is an established provider of
digital data collection services to corporate clients and participants in the
market research industry. Its customers include many of the top 100 market
research firms in the US. It has established a reputation for delivering highly
representative sample and reliable data collection and has one of the longest
trading records among US programming and online panel providers. It brings to
ToLuna an additional US panel consisting of more that 500,000 members.
Financial information on Common Knowledge
Common Knowledge is not required to produce audited financial statements.
Common Knowledge's unaudited management accounts for the year ended 31 December
2007 showed a profit before taxation of US$1,561,471 (up from $563,491 for the
year ended 31 December 2006). Net assets at 31 December 2007 as extracted from
the unaudited management accounts were US$2,547,850 (2006: US$2,265,422).
Share subscription
Eurovestech, ToLuna's majority shareholder, is supportive of its expansion and
is subscribing for 250,000 new ordinary shares in ToLuna at 205p per share.
Following this subscription, Eurovestech's holding in ToLuna will be 18,405,300
ordinary shares, representing 50.5 per cent. of the enlarged issued share
capital of ToLuna.
Application will be made for the above 250,000 new ordinary shares to be
admitted to trading on the AIM market and dealings are expected to commence on
24 June 2008.
Frederic-Charles Petit, Chief Executive, commented:
"We are delighted to acquire a company with the status and successful track
record of Common Knowledge. This is an important strategic step in reinforcing
our North American operations. ToLuna operates panels in 30 countries across
Europe, North and South America and Asia, with a total of more than 2.4 million
members of our panel network".
Steve Lavine, President of Common Knowledge, said:
"It has been our goal for many years to provide our North American clients with
reliable global online sample and delivery service. Joining forces with Toluna
puts quality leading sample services in the USA and Europe into one group
capable of delivering on the global research needs of our clients with
representative sample and reliable data delivery".
Enquiries:
ToLuna PLC
Frederic-Charles Petit (Chief Tel: 00 33 63308 0391
Executive)
Richard Bernstein (Non-Executive Tel: 00 44 207 491 0770
Director)
John East & Partners Limited
Simon Clements / David Worlidge Tel: 020 7628 2200
END
nPRrI74CFa
