Hi-media Announces the Acquisition of AdLINK Media, AdLINK Group's Display Marketing...

Hi-media Announces the Acquisition of AdLINK Media, AdLINK Group's Display
Marketing Unit, and Becomes the European Leader in Advertising Network and
Internet Micropayment
- Total audience of more than 120 million people in Europe for combined
Hi-media and AdLINK Media ad network(1)

PARIS, July 5 /PRNewswire/ -- Hi-media, the online media group, (Code ISIN
FR0000075988 - HIM, HIM.FR) announced the signature, on the 5th July 2009 of
an agreement protocol with respect to the acquisition of AdLINK Media, the
display advertising network of AdLINK Internet Media AG. The acquisition will
make Hi-media the European leader in Internet audience monetization.

Cyril Zimmermann, founder and CEO of the group said: "With the acquisition of
AdLINK Media, Hi-media becomes one of the major players in the European online
advertising network market. For several years, we have been developing a
unique model, building strong synergies between our advertising network and
our micropayment platform, Allopass, whose deployment in Europe will be
accelerated thanks to the acquisition. By generating new synergies, our
consolidated position will benefit all of our ad network sites, those we
publish as well as those of our clients. Through this opportunity, we welcome
a new major shareholder along with IDI and BV capital, AdLINK Internet Media
AG with c.11% of our capital, whose competences will be a further asset in
pursuing our strategy and in achieving of our goals in terms of growth and
profitability in the coming years."

Stephane Cordier, CEO of AdLINK Internet Media AG, said: "By combining AdLINK
Media, our display marketing business, into Hi-media, and becoming a major
shareholder of the combined Hi-media Group, we are contributing to the
consolidation of the market. We will, in addition, benefit from the
significant synergies being created from economies of scale as well from
cross-selling."

1 - Consolidation of the online advertising market and emergence of a European
leader

AdLINK Media is the display marketing specialist within AdLINK Group(2). With
more than 4,000 high-reach, premium international websites, AdLINK Media is
one of the display marketing leaders throughout Europe, reaching over 94
million Unique Users a month(3). AdLINK Media has offices in several countries
(Germany, France, United Kingdom, Netherlands, Belgium, Spain, and Italy).

AdLINK Media (display marketing) : main figures as of March 31st 2009
(non audited figures)

Sales (MEuro) 14.2
Headcount 192
Unique Users per month (in million) 94.6
Impressions per month (in billion) 10.6

Source: AdLINK Group Q1 2009 report, published April 17, 2009

Facing the economic downturn in the European Internet advertising market,
advertisers and agencies are intensifying their focus on investments in the
most powerful, comprehensive and innovative media and advertising networks.
Becoming the leading European Internet advertising network with over 120
million unique users across 9 countries(3), Hi-media will be in a position to:

- Offer global coverage of Internet users in Europe;
- Double the size of its activities in Germany;
- Expand into the Netherlands, Italy and the United Kingdom;
- Strengthen its entertainment, women's, automotive and B2B verticals.

This combination will create strong value-added and is expected to generate
cost synergies of approximately 5 million euros from combining the
organizations and achieving economies of scale. Furthermore, in a market where
power and segmentation are key differentiating competitive advantages, the new
combined entity is expected to benefit from (i) a premium on size and (ii)
commercial dynamics at the local and European levels.

Beyond the current cyclical slowdown in Internet marketing, the value created
by the emergence of a leader is even greater as online advertising is
projected to benefit from high growth rates in years to come due to solid
underlying fundamentals:

- Internet has been able to create real audience crossroads;
- Time spent on the Internet by each user keeps growing;
- Share of the advertising budgets allocated to Internet remain very small
relative to media time spent on the Internet.

2 - Strong synergies for Hi-media publishing and micropayment activities

Apart from economies of scale specific to advertising network activities, the
acquisition will also translate into significant synergies with the other
Hi-media activities.

In Spain and Belgium, where the Hi-media Group publishing business has a large
audience, in particular thanks to Fotolog, the consolidated position of the ad
network will allow better monetization of all the sites represented by the
Group, including those operated by Hi-media.

The AdLINK Media acquisition should also accelerate the development of
Allopass across Europe, especially in Germany and in the United Kingdom. For
years Hi-media has been developing a unique model, building strong synergies
between its ad networks and its micropayment platform, Allopass. The client
base for the two activities has increasingly overlapped: content and service
publishers who used to be financed solely through advertising but who now seek
to develop paid offers are increasingly turning to micropayment solutions.
Allopass clients are also seeking efficient marketing strategies from the
advertising network to promote their sites and increase the number of
transactions. Capitalizing on these cross-selling opportunities demands
in-depth knowledge of the publishing market and experienced local teams across
the region, valuable assets that are enhanced by the acquisition. In this
context, the recent launch of a new version of the Allopass.com platform aims
to provide the necessary tools to accelerate the internationalisation of
Allopass activities, one of the group's strategic directions.

3 - Terms of the transaction

AdLINK Media is valued at 29.4 million euros and will be transferred to
Hi-media net of any cash and of all debt. According to the terms of the
agreement protocol, the consideration paid for this transfer will be:

- 3,940,000 newly created shares in consideration for a portion of the AdLINK
Media shares;
- 795,000 existing shares currently held by the Hi-media Group for the
remaining shares of AdLINK Media plus;
- A deferred payment in the form of a vendor loan of 12.2 million euros.

This vendor loan which will end the 30th of June 2011, is repayable in fine
and will have an interest rate of 3.7% for the first 12 months and then 5%
afterwards. The shares to be held post acquisition by AdLINK AG will be
subject to a one year lockup period.(4)

The transaction will create significant value. In recent years, AdLINK Media
has achieved EBITDA between 0.5% to 3.6%(5) but there is potential for
significant improvement in margins of the combined entity and, taking into
account the level of cost synergies of around 5 million euros for the full
year, the transaction should be particularly accretive as early as 2010.

Post transaction, Hi-media will maintain important flexibility for financial
manoeuvre thanks to the expected pro forma cash flow generation of the Group.
In any event, Hi-media aims to maintain a net debt/EBITDA ratio of less than
2.5x. The Group has also obtained a commitment from AdLINK Internet Media to
subscribe, in proportion of its stake, to any increase in capital Hi-media
might decide to engage in. In the case that such capital increase is made when
share price is below 3.63 euros, AdLINK Internet Media commits to subscribe to
an amount of 12.2 million euros at a share price of price of 3.63 euros per
share. The fulfilment of this commitment, of a maximum duration of 22 months,
is optional and entirely at the discretion of Hi-media.

At the end of this transaction, AdLINK Internet Media AG, will become with
10.7% of the capital a major shareholder in Hi-media Group along with IDI and
BV capital and will concentrate operationally on its domain name marketing
activities (SEDO) and affiliate marketing (Affilinet).

The German company has also expressed its desire to hold a seat on the Board
of Directors. Therefore, the appointment as director of Norbert Lang,
Vice-Chairman of the Supervisory Board of AdLINK Internet Media and Chief
Financial Officer of United Internet, will be suggested at the next general
meeting, with the unanimous support of the management of Hi-media and of its
Board of Directors.

Cyril Zimmermann added: "I am glad to benefit from the support of AdLINK
Internet Media AG (a member of the United Internet Group) as a new shareholder
and director. This leading player in the Internet landscape will bring a lot
to our development in this key European market."

For purposes of the transaction, two independent appraisers, Mister Thierry
Bellot and Mister Serge Anouchian, have been appointed by the President of the
Commercial Court of Paris in order to assess the fairness of the contribution
valuation and the contemplated exchange ratio for the current Hi-media
shareholders. The outcome of their report will be published after closing of
the operation.

The operation which will be valid only if the reorganisation is completed (ie
gathering all media entities under the same entity) should be effective no
later than end of August 2009.

This press release does not constitute an offer to sell, or a solicitation of
an offer to buy Hi-Media shares. If you wish to obtain further information
about Hi-Media, please refer to our website www.hi-media.com. This press
release may contain some forward-looking statements. Although Hi-Media
considers that these statements are based on reasonable hypotheses at the date
of publication of this release, they are by their nature subject to risks and
uncertainties which could cause actual results to differ materially from those
indicated or projected in these statements. Hi-Media operates in a continually
changing environment and new risks emerge continually. Hi-Media does not
undertake and expressly disclaims any obligation to update or revise any of
these forward-looking statements, whether to reflect new information, future
events or circumstances or otherwise.

About Hi-media Group :

Hi-media, the online media group, is one of the top Internet publisher in the
world with more than 50 million unique visitors per month on its proprietary
websites. Hi-media is also a leading European player in online advertising and
electronic payment. Its business model relies thus on two different sources of
revenues: online advertising via its dedicated ad network Hi-media Network and
online content monetization via its micropayment platform Allopass. The group
which operates in 6 European countries, China, USA and Brazil employs more
than 370 people and posted in 2008 135 million euros in sales. Independent
since its creation in 1996, the company is listed since 2000 on the Euronext
Eurolist Paris (Eurolist C) and is included in the SBF 250, CAC IT and CAC
Small 90. ISIN code: FR0000075988. Hi-media qualifies for FCPI as it received
the OSEO label of "innovating company".

Site : www.hi-media.com

Financial communication

Second quarter 2009 sales: on 21 July, 2009, after market closing

First-half 2009 earnings: on 31 August, 2009, before market opening.

(1) Source: Comscore, May 2009 (number of unique users per month)

(2) The AdLINK AG Group posted 2008 sales of c. 223 million euros and an
EBITDA of 14 million euros (source: AdLINK AG press release as of March 24,
2009)

(3) Source : Comscore, May 2009

(4) This lockup period shall be terminated in case of a third party public
offer on Hi-media or if Hi-media drastically alters its assets or merges with
another entity. In addition, AdLINK is committed to not increase its ownership
above the 21% mark during the next two years.

(5) Source : pro forma data from Group AdLINK internal reporting packages (non
audited)

Investor contacts:
Cyril Zimmermann
President and CEO.

David Bernard
Chief Operating Officer
Tel: (33) 1 73 03 89 00,
Fax: (33) 1 73 03 89 54

E-mail: infofin@hi-media.com

US Media Contact:
Andrei Bogolubov
917-849-9300
Andrei.bogolubov@newprgroup.com

SOURCE Hi-media Group

Cyril Zimmermann, President and CEO, or David Bernard, Chief Operating
Officer, +33-1-73-03-89-00, or Fax: +33-1-73-03-89-54, infofin@hi-media.com,
both of Hi-media Group; or US Media Contact: Andrei Bogolubov,
+1-917-849-9300, Andrei.bogolubov@newprgroup.com, for Hi-media Group