(Source: MARKETWIRE)

KIT digital, Inc. (NASDAQ: KITD), a leading global provider of
on-demand software solutions for managing and monetizing Internet
Protocol (IP)-based video assets, has executed separate definitive
agreements to acquire two of its leading competitors, Nunet AG of
Cologne, Germany and The FeedRoom, Inc., based in New York City.
Nunet was acquired from IMG Worldwide, Inc. and is considered a
premier global provider in the management and delivery of video on
mobile devices, while The FeedRoom is a venture capital-backed,
privately-held market leader in live video and digital asset
management for corporations.
"Nunet and The FeedRoom complement and substantially expand our
client base, core capabilities and our commitment to serving video to
the 'three screens' of the mobile device, browser and television
through an IP set-top-box," said KIT digital's chairman and CEO,
Kaleil Isaza Tuzman. "We expect these acquisitions to be immediately
accretive to our financial results and provide substantial synergies
in terms of business development, platform technology, geographical
footprint and overall growth potential."
The acquisition of Nunet adds a number of major international clients
to the KIT digital roster. A wide range of global mobile network
operators use its MobileTV digital asset management system, including
Mobilkom, Proximus, SFR, Vodacom and Vodafone Group. Nunet also works
with major broadcasters and content producers like Discovery Channel,
Eurosport International, Fashion TV, IMG Worldwide and MTV Networks.
The FeedRoom dramatically expands KIT digital's presence in North
America through the addition of more than 80 enterprise customers,
including Barnes & Noble, Best Buy, Bristol-Myers Squibb,
BusinessWeek, General Motors, Herbalife, Hewlett Packard, Honeywell,
Intel, Metlife and the U.S. Department of Defense.
The FeedRoom acquisition enhances KIT digital's VX IP video
management platform through the integration of key features of The
FeedRoom's 'Studio' software, including an advanced management,
reporting, and analytics console. In turn, The FeedRoom clients will
gain access to the advanced software features of VX, including
delivery of IP video to mobile devices and IP-enabled TV
set-top-boxes, as well as enhanced geographical targeting and search
engine optimization tools.
"We see a great opportunity for cross-marketing Nunet's MobileTV
asset management capabilities as part of an expanded 'VX2' IP video
management offering to our newly combined customer base," notes Gavin
Campion, president of KIT digital. "This customer base includes many
brands which use IP video as part of their external marketing and
merchandising programs, human resources function, corporate
communications, and business operations -- all 'back-end' corporate
verticals we view as significant growth opportunities in the quarters
and years ahead."
Initially, the two acquisitions are expected to add $17.5 million of
current, annualized revenues from core IP video-based services, and
more than $4.5 million in annualized EBITDA to KIT digital. Over 75%
of the newly acquired revenues are recurring and subject to long-term
contracts. In January 2009, KIT digital's management said they
expected to generate at least $40 million in revenue with
approximately 10% operating margin for the year. This guidance was
reflective of KIT digital's core business at the time and does not
take into account the effect of the acquisitions of Nunet and The
FeedRoom.
The acquisitions also involved the appointment of several Nunet and
FeedRoom executives to KIT digital's senior management team. Nunet
has 56 employees, who will remain based in Cologne under the new
ownership. Many of The FeedRoom's 53 employees will join KIT
digital's operations in New York City, while The FeedRoom's offices
in Seattle and Boston will be added to the KIT digital network.
Isaza Tuzman added: "During our recent registered public stock
offering and NASDAQ listing process we made it clear that the net
proceeds of the offering would be used for accretive acquisitions
that would expand our geographical and customer reach, and further
establish our leadership position in IP video management for the
enterprise. We fulfilled our promise by completing these acquisitions
quickly and efficiently, and have already identified operational
synergies, a combined leadership team, and immediate plans for
platform technology integration. All of this forms the basis for
strong growth, while delivering an enhanced IP video experience to
our customers and their end-users."
Aggregate Acquisition Terms
(All figures indicated in this release
are in U.S. dollars. An exchange rate of 1.457 EUR/USD was used when
converting from Euros.)
The aggregate consideration paid for Nunet and The FeedRoom was
approximately $20.9 million (based on the closing market price of KIT
digital common stock on Friday, October 2, 2009), of which $9.8
million was paid in stock, $7.9 million was paid in cash and $3.3
million of debt was assumed in the form of a convertible promissory
note.
In total, KIT digital will issue 1,312,000 shares as a result of the
two transactions, comprised of 948,636 shares issued for 100% of the
outstanding shares of The FeedRoom, and 363,364 shares issued in
exchange for $4.0 million of cash invested in KIT digital common stock
by The FeedRoom's controlling shareholders, at an implied price of
$11 per share.