Think Partnership Signs Letter of Intent to Acquire Member's Edge, LLC, a Provider of Value-added Consumer Services
Tuesday August 9, 8:41 am ET
Reaching Consumers Through Internet Sites and Telemarketing, Member's Edge Generates Recurring Revenues from Monthly Membership Fees
NORTHBROOK, Ill.--(BUSINESS WIRE)--Aug. 9, 2005-- CGI Holding Corporation, which plans to seek shareholder approval to change its name to Think Partnership Inc. (AMEX: THK - News; the "Company"), today announced that the Company has entered into a letter of intent to acquire privately held Member's Edge, LLC ("Member's Edge"), a Delaware limited liability company.
Member's Edge currently provides the Family Discount Network and Member's Edge Voicemail, two membership-based programs that offer an array of consumer services. Through the Family Discount Network, members are provided with a customizable email service as well as online access to savings on many products and services, including vision, chiropractic, legal, pharmacy, automotive, entertainment, medical and grocery services. Member's Edge Voicemail is a voice mail service that can be used by friends, family members and business associates, with features including toll-free access as well as an email forwarding option. Member's Edge also expects to introduce identity theft protection services, which will allow consumers to monitor their credit at the three major credit bureaus in the United States.
The letter of intent contemplates that THK will acquire Member's Edge for an upfront consideration of $6.5 million, half in cash and half in common stock of the Company, plus certain earnout payments based upon the aggregate pre-tax earnings of Member's Edge during the first 12 full calendar quarters following the closing. Subject to the completion of audits, the Company expects the pre-tax income of Member's Edge for the 12 months ended June 30, 2005, to be approximately $1.5 million. The Company expects sales, marketing and operational synergies with its other subsidiaries such as PrimaryAds and WebSourced to fuel additional growth through leveraging online affiliate and search marketing. Closing of the transaction is subject to a number of conditions including a due diligence investigation and audit of Member's Edge, a financing contingency, Board of Director approvals and other closing conditions.
Joshua Jagid, the president and CEO of Member's Edge, will continue to manage the business following the closing.
"Our core competency is the design, development and marketing of consumer based membership programs," said Joshua Jagid, president and CEO of Member's Edge. "We have leveraged our direct marketing experience in order to bring our products to consumers. We are focused on providing valuable services to our members at a reasonable cost, and we look forward to the opportunities that Think Partnership may offer Member's Edge through this merger."
Gerard M. Jacobs, president and CEO of Think Partnership, stated, "Member's Edge has a profitable, scalable Internet marketing business with an entrepreneurial management team led by Joshua Jagid that is enthusiastic about staying on and growing the business within our family of companies."
Scott Mitchell, CEO of the Company's Cherish subsidiary who led the negotiations on behalf of Think Partnership in this transaction, stated, "What really attracted us to Member's Edge is that they have a strong track record of success. They are very effective and highly innovative in their approaches to marketing their products online."
This transaction was initiated by Michael Jenkins of Precision Play Media.
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