NORTHBROOK, Ill. -- Accretive acquisitions will broaden company's existing online dating and affiliate marketing presence, plus launch CGI's entry into online education
CGI Holding Corporation, which plans to seek shareholder approval to change its name to Think Partnership Inc. (AMEX: THK) ("Company"), today announced that the Company has entered into two letters of intent to merge, through two wholly owned subsidiaries, with privately held Vintacom Media Group Inc. ("Vintacom") and Real Estate School Online Inc. ("Real Estate School Online"). The Company expects to pay an aggregate of $4.95 million in cash and $4.95 million in stock to acquire the two companies. The shareholders of Vintacom and Real Estate School Online will also be entitled to certain earnout/lookback payments if the pre-tax earnings of the companies exceed specified targets during the first twelve full calendar quarters following the closings. The Company expects the two acquisitions to add a total of $3.2 million dollars to its pre-tax income annually, and to be immediately accretive to earnings.
Located in Edmonton, Alberta Canada, Vintacom has been a worldwide leader in online dating since its inception in 1999. Vintacom operates several successful dating properties including DreamMates.com, SingleMe.com, and PassionatePersonals.com, and is also a leading provider of online dating technologies. Through The Relationship Exchange (www.RelationshipExchange.com), Vintacom's innovative network of affiliated dating sites, independent publishers enjoy one of the Internet's largest databases of personal ads as well as world-class online dating technology and services. Brad Hogg, the president and CEO of Vintacom, will continue to lead the business after the closing.
Real Estate School Online is based in Miami, Fla., and is a leading provider of online education products and services specializing in delivering fully accredited real estate licensing and continuing education courses. Already an industry leader in Florida, Real Estate School Online has begun expanding its services to other states. Perry Johannesburg, the President and CEO of Real Estate School Online, will continue to lead the business after the closing.
The closing of both the proposed transactions are subject to the satisfaction of a number of conditions, including the completion of due diligence, the completion of audits, the execution of mutually acceptable definitive documentation, Board of Director approvals, and other customary conditions.
Gerard M. Jacobs, the Company's CEO, stated, "Think Partnership is excited to announce our entrance into online education and a significant expansion of our online dating presence, which are two of our major goals for 2005. Brad Hogg and Perry Johannesburg will be strong new partners within our organization, and we expect their leadership and vision to continue to be driving forces behind the continued growth of their businesses and Think Partnership."
Scott Mitchell, the CEO of the Company's Cherish subsidiary, stated, "We believe that Vintacom represents a phenomenal opportunity to build value for Think Partnership through expanding our online dating services, affiliate marketing expertise, technology innovation and our international presence. Brad Hogg and his talented team of professionals at Vintacom will be tremendous additions to our successful growth strategy in the online dating vertical. This acquisition represents a considerable step toward making us one of the world's largest and most innovative online dating companies."
Brad Hogg, the CEO of Vintacom, stated, "Think Partnership's vision of a decentralized, collaborative partnership of profitable, entrepreneur-driven online companies is very consistent with the corporate culture which has allowed Vintacom to grow into one of the worldwide leaders in online dating. We see great potential for immediate synergy between ourselves, Cherish, WebSourced, PrimaryAds and KowaBunga. Think Partnership is emerging as a dynamic online leader and we want to be part of it."
S. Patrick Martin, the CEO of the Company's WebSourced subsidiary, stated, "The acquisition of Real Estate School Online launches Think Partnership into the lucrative online education business. We are very excited to have Perry Johannesburg as part of Think Partnership, and our financial resources will enable Real Estate School Online to take advantage of the scalable nature of its business through a national expansion of its course offerings."
Perry Johannesburg, the CEO of Real Estate School Online, said, "Real Estate School Online is nicely profitable and experiencing very rapid growth, and received very attractive purchase offers. In the final analysis, we concluded that Think Partnership's leadership is superior and that its stock has tremendous upside. Real Estate School Online is going to have a national presence in online education over the next few years, and we are going to be a significant factor in Think Partnership's future."
The Company has begun doing business under the name "Think Partnership Inc." and will seek formal shareholder approval to change its legal name to Think Partnership Inc. The Company is based in Northbrook, Ill. (see www.cgiholding.com) and currently has seven subsidiaries: WebSourced, Inc., Morrisville, N.C., a leader in search engine optimization and pay-per-click campaign management (see www.websourced.com and www.keywordranking.com); MarketSmart Advertising, Inc., Rightstuff, Inc. d/b/a Bright Idea Studios, and Checkup Marketing, Inc., Raleigh, N.C., providing world-class off-line advertising, public relations, marketing, branding and shopping evaluation services (see www.marketsmart.net, www.brightideastudios.com and www.checkupmarketing.com); Cherish, Inc., Clearwater, Fla., a leading online dating company (see www.cherish.com); Ozona Online Network, Inc., Clearwater, Fla., providing a comprehensive scope of online services including start to finish web design, custom web based applications, database systems, managed and shared hosting solutions, e-commerce, and high-speed business Internet access (see www.ozline.net); and KowaBunga! Marketing, Inc., Westland, Mich., providing Internet marketing software technologies, including software for affiliate marketing, search engine marketing and opt-in email marketing (see www.kowabunga.com). The Company has also entered into an agreement to merge with privately-held Meandaur, Inc. d/b/a Proceed Interactive, a full service marketing and communications agency with a core competency in search marketing, which has offices in Chicago, Ill., Dallas, Texas and Los Angeles, Calif. (see www.proceedinteractive.com); and has signed letters of intent to acquire PrimaryAds Inc., North Plainfield, NJ, a leading provider of affiliate marketing services that connects website publishers with online advertisers (see www.PrimaryAds.com); Vintacom Media Group Inc., Edmonton, Alberta Canada, a leading online dating company (see www.Vintacom.com); and Real Estate School Online Inc., Miami, FL, a leader in online education (see www.RealEstateSchoolOnline.com).
Statements made in this press release that express the Company's or management's intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. The words "believe", "expect", "intend", "estimate", "anticipate", "will" and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company's actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. For a discussion of these risks, see the Company's report on Form 10-KSB for the year ended December 31, 2004 under the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors." The Company cannot guarantee future financial results, levels of activity, performance or achievements; and investors should not place undue reliance on the Company's forward-looking statements. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.