STOCKHOLM, Sweden, Oct. 22, 2003 (PRIMEZONE) -- Framfab and SBI Group Inc. have reached an agreement whereby Framfab is to buy the SBI London operation of 62 employees, adding to Framfab's business an important London-based business with a large international client base equally split between the U.K. and Continental Europe.
This acquisition is an important step in Framfab's strategy to consolidate the internet consulting and interactive media market in Europe and should allow Framfab and SBI to better service multinational clients by providing a stronger combination of talent and broader range of services.
SBI, headquartered in Salt Lake City, Utah, is a major interactive marketing and IT services firm with approximately 900 employees in 12 offices throughout the U.S.
The acquisition is proposed to be financed through a Framfab directed rights issue of 95 000 000 shares (13,4%) to SBI and cash SEK 6.0 million, plus additional cash SEK 4.0 million no later than 90 days from closing. The SBI shareholding, which equates to a 13,4% ownership stake, will be subject to a nine-month lock-in. Additionally, 35 000 000 shares (4,7%), or an equivalent amount in cash payable at Framfab's discretion, is payable in deferred consideration nine months after the transaction closes. The transaction is subject to the confirmation of certain information about SBI (UK). The transaction and the rights issues are also subject to an approval by a Framfab shareholders' Extraordinary General Meeting. This meeting is planned to be called for November 12, 2003. A notice to the EGM will be published on October 22. The transaction is expected to complete in November 2003.
Following the transaction:
- Framfab will have 430 employees in 6 countries including Denmark, Germany, The Netherlands, Sweden, Switzerland and the UK
- SBI will be the largest single Framfab shareholder, with 13,4% ownership stake.
- Ty Mattingly, Executive Vice President and one of the founders of SBI, will be proposed to join the Framfab Board at the EGM.
To further strengthen their partnership, Framfab and SBI will enter into a Cooperative Marketing Agreement (CMA) thereby forging a strong international alliance that will give Framfab's clients access to SBI's services in North America; and SBI's clients access to Framfab's services in Europe.
Additional points of the transaction are as follows:
- With SBI as a major shareholder and board member, Framfab improves its financial standing and strategic positioning significantly. The New York-based private equity company Cerberus Capital Management, with more than $9.5 billion under management, is the majority shareholder in SBI. The sales figure has grown from USD 32 million in 1999 to USD 150 million in 2003 (forecast). The company is profitable and has a positive cash flow. The company is privately held. SBI serves clients like Cisco Systems, Dell, Eastman Kodak, and Pfizer. Among the clients in London are Allied Domecq, DuPont, Lloyds TSB Group, Philip Morris International, Sara Lee Douwe Egberts, and UBS.
- SBI (UK) is expected to be profitable in the fourth quarter of 2003 with annualized revenues of approximately SEK 70 million. At closing, SBI (UK) will have a strong balance sheet with over SEK 6.0 million cash and no long-term debt.
"The acquisition is in line with Framfab's strategy of growth within well-defined market segments, and it strengthens our position as a leading European digital media communications specialist and solutions provider. Framfab will significantly improve its geographical coverage and skills set across Europe through this transaction. Furthermore, the strong position of SBI in the US will be a benefit to our European multinational clients through the CMA. We welcome SBI as our largest shareholder and look forward to working with Ty Mattingly on our board," says Sven Skarendahl, Chairman of Framfab.
"Through this transaction and by executing well on the cooperative marketing agreement, SBI and Framfab can expand the scope of their customer relationships and realize incremental revenues," says Ned Stringham, president and CEO of SBI. "Additionally SBI's experience in attracting the best talent in the sector in the US will be valuable as we work with Framfab to expand its business in Europe."
Benefits of the Transaction:
The acquisition increases Framfab's revenue base by almost 20 percent, and the transaction allows Framfab to take an important step in consolidating the internet consulting and interactive media space in Europe. SBI (UK) ranks among the top three providers in the important UK market, and thus the acquisition adds weight to Framfab's positioning as a leading European interactive media communication specialist and internet consultancy.
Through the partnership with SBI and the CMA, Framfab's customers can be served in North America by SBI's service offerings and implementation capabilities. Furthermore, SBI and Framfab will share resources as appropriate.
Press meeting:
Anders Ekman, CEO Framfab, will inform about the transaction and answer questions at Framfabs office in Stockholm, Hollandargatan 20, with start at 12:30 p.m. today.
For more information, please contact: Sven Skarendahl, Chairman, Framfab AB +46 8 41 00 10 00 sven.skarendahl@framfab.se Anders Ekman, CEO Framfab AB +46 8 41 00 10 00 anders.ekman@framfab.se Steve Callaghan, Executive Vice President, SBI Froup Inc. (UK) +44 207 071 6300 scallaghan@sbigroup.com Tobias Bulow, Group Communications Manager, Framfab AB +46 709 41 22 58 tobias.bulow@framfab.se David LaBar, Media Relations Director, SBI Group Inc. (US) +1 212 798 7941 dlabar@sbigroup.com Michael Adams, Communications Director, SBI Group Inc. (US) +1 801 733 3250 madams@sbigroup.com
About SBI Group Inc.
SBI Group Inc. is a network of specialized consulting divisions that helps leading companies apply information technology to solve specific business challenges. Its SBI.Razorfish division uses a user-centric approach to design and implement web-based systems and integrated marketing programs that build stronger customer relationships, increase revenues, and enhance user satisfaction. Its SBI.Enteris division works with companies to boost business performance by improving business processes and their supporting technologies. SBI Group has offices in major cities across the U.S. and serves European clients through an affiliate relationship with Framfab. For more information, visit www.sbigroup.com
About Framfab:
Framfab is a leading European specialist in digital media solutions and communication based on Internet technology. Most of Framfab's customers are big international companies, including 3M, AXA, the Coca-Cola Company, Danske Bank, Ericsson, Hydro Texaco, IKEA, Kellogg's, NEC Packard-Bell, Nike, Observer, Postbank, SAAB, Volvo Car Corporation and UBS. Framfab operates in Denmark, Germany, the Netherlands, Sweden and Switzerland. The company is quoted on the O list of the Stockholm Stock Exchange (ticker symbol FRAM). For more information, please visit www.framfab.com.
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