THK walks away from two prospective acquisitions.
Think Partnership Terminates Two Potential Acquisitions
Wednesday August 31, 4:20 pm ET
Company cites unfulfilled conditions to the Proceed Interactive merger, and the willingness of Member's Edge to consider a competing offer from a third party
NORTHBROOK, Ill.--(BUSINESS WIRE)--Aug. 31, 2005-- CGI Holding Corporation d/b/a Think Partnership Inc. ("THK" or the "Company") (AMEX:THK - News) announced that it has terminated its proposed acquisitions of Meandaur, Inc. d/b/a Proceed Interactive ("Proceed") and of Member's Edge, LLC. ("Member's Edge").
The Company entered into a merger Agreement with Proceed dated December 23, 2004. The merger Agreement was amended on February 15, 2005, to extend the closing date for the merger until August 31, 2005. The Company terminated the merger Agreement because certain conditions to the closing of the merger were not fulfilled, including the requirement that Proceed deliver audited financial statements to the Company.
Gerard M. Jacobs, the Chief Executive Officer of Think Partnership, stated, "We are not willing to compromise our acquisition process. Notwithstanding our high regard for the owners of Proceed Interactive, it has become clear that the conditions to the closing of Think Partnership's proposed merger with Proceed will not be fulfilled, so we have made the decision to move on."
The Company entered into a letter of intent to acquire Member's Edge dated July 29, 2005. The Company and Member's Edge have terminated the letter of intent because of the willingness of Member's Edge to consider a competing offer from a third party during a purportedly exclusive negotiation period. Member's Edge has agreed to make a payment to the Company to cover certain costs incurred by the Company in connection with the terminated letter of intent.
Scott P. Mitchell, the President of Think Partnership, stated, "Acquisitions are difficult enough to consummate, without the distraction of a third party interfering with our due diligence investigation process. Rather than renegotiating the terms of the Member's Edge transaction, we preferred to terminate the letter of intent, recoup our costs, and continue our on-going discussions with other equally or more compelling potential acquisition candidates."
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