FACILITATE DIGITAL ASX ANNOUNCEMENT
21 December 2006
ASX listed company Purus Energy (PUR) today announced it has signed a binding contract to merge with Facilitate Digital Pty Ltd. The merged entity will be renamed Facilitate Digital Limited, and all business activities associated with Purus Energy will be relinquished.
An excerpt from the release published by ASX follows.
After reviewing some thirty five proposals over the past five months, Directors of Purus are pleased to announce that the company has today entered into a binding Merger Implementation Agreement with FACILITATE DIGITAL PTY LTD (FACILITATE) whereby Purus will buy all the issued capital of Facilitate, in exchange for the issue to the Facilitate shareholders of Purus shares.
Facilitate has established a strong track record since its inception in 1999 as the market leading software provider to the digital advertising sector in Australasia. It has a stable and highly skilled management team which has delivered excellent sales and profit growth over the past three years despite strong R&D investment. Facilitate operates in the high growth sector of the media market - digital advertising is now worth more than $1 billion per annum and growing. Facilitate is also embarking on an offshore expansion strategy.
Further information about Facilitate is outlined below, however in reviewing the many options available to the company over the past months, Directors were most impressed with the combination of attributes provided by Facilitate and the potential for enhanced shareholder value. The transaction will be conditional upon several matters, including firstly, completion of satisfactory due diligence by Purus of the affairs of Facilitate, and secondly Purus shareholder approval of the transaction by ordinary resolutions, including consolidation of the existing ordinary Purus shares on a [4.5]:1 basis, at a general meeting to be convened in March 2007 (General Meeting). A change of name of Purus to Facilitate Digital Limited will be proposed, which will require a special resolution, but this resolution is not a condition precedent to the transaction proceeding.
Purus shareholders will be asked to approve the change of activities and the issue of shares to the Facilitate members. The Directors of both Purus and the Facilitate have unanimously approved the entry into the Merger Implementation Agreement and will likewise unanimously recommend the transaction to their respective shareholders. The Directors of Purus will be voting in accordance with their recommendations to all Purus shareholders.
The Facilitate Business
Facilitate is a developer of software that enables, tracks, and opitimises all forms of digital marketing. The company is a market leader in Australasia with an opportunity to replicate this position in a number of offshore markets. This market leading position has been created through clearly differentiated products, backed by technology that are predominantly owned and developed by Facilitate. The company has established an impressive customer base of leading companies and brands, and has well-established alliances with some of the world's largest media agencies. The digital advertising sector is the fastest growing area of media spending and is estimated by the Internet Advertising Bureau (IAB) - an independent agency - to represent a market of approximately $1.0 billion in Australia in 2006, up from $6209 million in 2005. Growth in the last two years has seen digital advertising spending increasing from 4.5% to 10%, of total advertising expenditure, with industry experts forecasting a continuation of this trend in the medium term. Facilitate has been operating for 6 years. From a low base, Facilitate has achieved impressive growth in sales and profits since its inception, has no debt, and has been entirely funded from internal cash flow.
The business model has been successfully demonstrated in the Australasian market, and has been recently launched in a number of European countries, namely Sweden and The Netherlands, where it has received initial positive outcomes. Further offshore expansion of the business in Australasia and overseas is a key forward business strategy.
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