Over the last month, THK has announced four new acquisitions. Details on the largest, iLead, is at the bottom of this post.
Think Partnership Signs Letter of Intent to Acquire UK-based Web Diversity LLC
Wednesday November 2, 9:27 am ET
NORTHBROOK, Ill.--(BUSINESS WIRE)--Nov. 2, 2005--
Headquartered in London and poised to expand into Hong Kong, Web Diversity will work with THK's Smart Interactive operations in the Northern UK to extend THK's Search Marketing services in Europe and into Asia.
CGI Holding Corporation d/b/a Think Partnership Inc. ("THK") (AMEX:THK - News; the Company) today announced that the Company has entered into a letter of intent to acquire privately held Web Diversity LLC, ("Web Diversity") (see www.webdiversity.co.uk), a London-based leader in paid search management and organic search. Web Diversity uses proprietary technology for online advertising campaign management and has extensive worldwide multiple-language campaign experience.
The Company expects Web Diversity, working in conjunction with search marketing expert Mike Grehan of THK's existing Smart Interactive operation in the Northern UK, to expand THK's search marketing sales in Europe, and to establish a presence for THK in Asia. Web Diversity will also create opportunities for THK's PrimaryAds and KowaBunga! subsidiaries to offer affiliate marketing services internationally.
The letter of intent contemplates that THK will acquire Web Diversity for an upfront consideration of $1 million in cash and $1 million in common stock of the Company priced at 120% of the closing price per share on the last five trading days prior to the closing, plus certain earnout payments based upon the aggregate pre-tax earnings of Web Diversity during the first twelve full calendar quarters following the closing. The $1 million of common stock of the Company will be subject to a dollar-for-dollar forfeiture if Web Diversity does not earn an aggregate pre-tax income of at least $1 million during the first 8 quarters following the closing. The Company has also agreed to provide a $300,000 cash infusion to allow Web Diversity to establish an office in Hong Kong, provided that Web Diversity and the Company develop a mutually agreeable budget. The Company expects the pre-tax income of Web Diversity for the twelve months following the closing to approach $500,000. Closing of the transaction is subject to a number of conditions including a due diligence investigation and audit of Web Diversity, a financing contingency, Board of Director approvals, and other closing conditions.
Co-founders Jim Banks and Simon Worsfold-Gregg are among the leading authorities in the performance-based search marketing arena and will continue to manage Web Diversity following the closing.
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Think Partnership Signs Letter of Intent to Acquire Majority Interest in Crystal Reference Systems, the U.K.-Based Developer of an Innovative, Scalable, Patented ``Contextual Search'' Technology
Thursday November 17, 8:43 am ET
THK expects to significantly improve the search capabilities of its WebSourced subsidiary and reduce operating costs by using Crystal Semantics' ground-breaking technology that harnesses human linguistic intuition
NORTHBROOK, Ill.--(BUSINESS WIRE)--Nov. 17, 2005--CGI Holding Corporation d/b/a Think Partnership Inc. ("THK") (AMEX:THK - News; AMEX:THK - News; the Company) today announced that the Company has entered into a letter of intent to acquire a majority interest in privately held Crystal Reference Systems Limited ("Crystal Reference Systems") and its trading divisions, Crystal Semantics ("Crystal Semantics") (see www.CrystalSemantics.com), and Crystal Reference ("Crystal Reference") (see www.CrystalReference.com). Based in Holyhead, North Wales, U.K., Crystal Reference Systems is an Internet content and search technology company that was founded in 2001 by managing director Ian Saunders and Dr. David Crystal, a world authority in linguistics and one of the world's foremost authorities on language.
Crystal Reference possesses a substantial portfolio of reference and lexical intellectual property and has provided reference material and online content for many major publishers including Penguin Books, Webster Publishing, A&E Television Network and its Biography and History channels, as well as its Biography.com Web site, and is one of the fastest growing online content publishers in Europe.
Crystal Semantics is a worldwide leader of contextual online marketing solutions and developed Textonomy, the world's first Sense Engine Technology that is already patented in the United States and the United Kingdom. Unlike current search technologies, which are based solely on statistical algorithms, Textonomy uses techniques from linguistic science to determine the semantic relationships between words and the contexts in which they occur. The Textonomy suite of products includes solutions for search and navigation, e-commerce and contextual advertising.
Think Partnership Chairman T. Benjamin Jennings stated, "Crystal Semantics' Textonomy is a unique technology differentiator that will dramatically enhance the effectiveness and scalability of our WebSourced subsidiary's search engine optimization services, improving back-end efficiencies in the neighborhood of 30 percent or more. In addition, we expect that Crystal Semantics - working in conjunction with search marketing expert Mike Grehan of our existing Smart Interactive operation in the Northern U.K., and with London-based Web Diversity, which we plan to acquire - will further expand our search marketing sales in Europe."
Scott P. Mitchell, president of Think Partnership, stated, "This highly defensible patented technology will have an extreme impact on the competitive position of several of our subsidiaries. Integrating the Sense Engine technology into many of our search engine marketing processes such as keyword analysis and expansion, as well as taking advantage of obvious automation opportunities, will transform our product offerings at WebSourced into the next generation of natural optimization and paid search marketing services. Leveraging this new technology in our Primary Ads and KowaBunga! affiliate marketing subsidiaries will enable us to scale and improve our ability to match offers and merchants with more relevant publishers and marketers, and streamline our efforts to recruit new affiliates."
The letter of intent contemplates that THK will acquire 51 percent of Crystal Reference Systems for an upfront consideration of 810,000 British Pounds in cash and THK common stock worth 90,000 British Pounds valued at the closing. THK will have an option to purchase the remaining 49 percent for 90,000 British Pounds in cash and THK common stock worth 810,000 British Pounds valued at the time of option exercise. The purchase option will expire on the earlier of the fifth anniversary of the closing or 180 days after the end of the first calendar year during which Crystal Reference Systems earns a pre-tax income at least 500,000 British Pounds. The purchase option price will be subject to a partial reduction in the event that Crystal Reference Systems for any reason does not meet or exceed certain pre-tax earnings representations. Closing of the transaction is subject to a number of conditions including a due diligence investigation and audit of Crystal Reference Systems, a financing contingency, Board of Director approvals, and other closing conditions.
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Think Partnership Acquires Vintacom Media Group, Canada's Largest Network of Dating Sites
Monday December 5, 8:40 am ET
Significantly Expands its Lead Generation Platform
Combined with current online dating holdings, Vintacom deal positions THK to aggregate significant market reach and knowledge base and continue investing capital toward long-term plan to build most comprehensive, service-valued, interactive ad agency in the world
NORTHBROOK, Ill.--(BUSINESS WIRE)--Dec. 5, 2005--In a move that will considerably accelerate the growth of CGI Holding Corporation's d/b/a Think Partnership Inc. ("THK") (AMEX:THK - News; the Company) lead generation capacity and make it one of the largest and fastest-growing online dating companies in the world, Think Partnership today announced it has closed its acquisition of privately held Vintacom Media Group Inc. ("Vintacom").
The Company has acquired all of the stock of Vintacom in exchange for 1,095,618 shares of THK common stock and $2.75 million in cash, of which $465,000 was held back pending the resolution of certain potential liabilities. The shareholders of Vintacom will also be entitled to an earnout payment, half in cash and half in the form of THK common stock, if the average annual pre-tax earnings of Vintacom during the first twelve full calendar quarters following the closing exceed $1.1 million. The Company expects the acquisition to add at least $1.1 million to its pre-tax income annually, and to be accretive to earnings. The Company funded the cash portion of the purchase price using funds borrowed from Wachovia Bank, which has increased its line of credit for the Company from $5 million to $7.5 million, in anticipation of our $15 million facility being closed later this month.
Founded in 1999 with headquarters in Edmonton, Alberta Canada, Vintacom (see www.vintacom.com) is a worldwide leader in online dating. Vintacom is the worldwide leading provider of online dating technologies in Canada and hosts over 120 online dating sites in Canada and the United States, providing online dating technology for two of North America's largest offline dating services, Great Expectations (GreatDatingSite.com) and The Right One /Together (UGotLuv.com). Vintacom also provides online dating technology for such popular sites as American Greetings' SpecialSomeone.com, Dating.com, and Soulmate.com, and operates other successful dating sites, including DreamMates.com, SingleMe.com and PassionatePersonals.com. Vintacom recently launched UnitedDating.com (www.UnitedDating.com) where Internet users can automatically register for multiple dating sites with one simple registration in real-time. Canada.com, a major portal for radio stations, television stations and newspapers, utilizes Vintacom's technologies for their online dating services.
In 2002 Vintacom launched the Relationship Exchange platform, a consortium of online dating companies, with DreamMates.com and CupidJunction.com as the founding partners. Through the Relationship Exchange (www.RelationshipExchange.com), Vintacom's innovative network of independent online affiliated dating sites can share and tap into one of the Internet's largest databases of personal ads. In addition to hosting online dating sites, Vintacom's world-class turn-key services include quality control and customer service, making it one of the world's leading service and technology suppliers for companies that want to enter, or quickly expand their operations, in the growing online dating space. Think Partnership's Cherish.com website will now become a member of the Relationship Exchange.
Vintacom has hosted over 14 million dating profiles since 1999, has over 2 million current profiles in its database and adds, on average, 200,000 new profiles each month. Although most subscribers live in the United States or Canada, roughly 30 percent of the profiles listed on Relationship Exchange dating sites are international. The combination of Vintacom and Cherish, the Company's online dating subsidiary, will make Think Partnership one of the world's largest online dating companies.
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Think Partnership Signs Letter of Intent to Acquire iLead Media, an Industry Leader in Online Sales Lead Generation
Tuesday December 6, 8:36 am ET
Recognized by the Internet's Affiliate Advertising Industry for "Best Practices" and Consistent Results, the Addition of iLead Media Will Further Establish THK as a Major Player in the Online Marketing Space
NORTHBROOK, Ill.--(BUSINESS WIRE)--Dec. 6, 2005--CGI Holding Corporation d/b/a Think Partnership Inc. ("THK") (AMEX:THK - News; the Company) today announced that the Company has entered into a letter of intent to acquire iLead Media, Inc., a recognized leader in the online marketing space specializing in Internet sales lead generation for home-based businesses (see www.ileadmedia.com).
The Company expects iLead to add more than $3 million of pre-tax income to the Company during 2006. The letter of intent contemplates that THK will acquire iLead for an upfront consideration of $7 million in cash and $7 million in common stock of the Company valued at the average closing price per share of the Company's common stock for the last five trading days prior to the date of closing. The iLead shareholders will also receive a lookback payment if iLead's 2005 pre-tax earnings exceed $2.8 million. The lookback payment will be paid in shares of the Company's common stock valued at the average closing price per share of the Company's common stock for the last five trading days prior to the date of closing. The iLead shareholders may also receive certain earnout payments based upon the aggregate pre-tax earnings of iLead during the first twelve full calendar quarters following the closing. Closing of the transaction is subject to a number of conditions including a due diligence investigation and audit of iLead, a financing contingency, Board of Director approvals, and other closing conditions.
Based in Pleasant Grove, Utah, iLead Media creates one-of-a-kind, permission-based online lead generation campaigns that have found widespread acceptance in the Internet marketing industry. iLead Media provides permission-based telemarketing leads to call centers around the world, and is known for creating programs and media campaigns that result in highly qualified, revenue-generating sales leads, while maintaining strong relationships with many major Internet affiliate marketing networks. The company has a reputation in the industry for reliability, stability and has been a leader in the development of best practices.
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