180 Connect Inc. signs agreement to merge with Ad.Venture Partners, Inc.



    /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
    UNITED STATES/

    Stock Symbol: TSX: NCT.U

    
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    -   Implied equity value of US$3.58 per share
    -   180 Connect and AVP Boards of Directors unanimously support the
        proposed transaction
    -   AVP management has indicated they intend to purchase up to
        US$7.0 million of AVP's outstanding common stock.
    -   Expected to increase 180 Connect's net cash position by approximately
        US$42 Million
    -------------------------------------------------------------------------
    

    TORONTO, March 13 /CNW/ - The Board of Directors of 180 Connect Inc.
("180 Connect" or the "Company"), one of North America's largest providers of
installation, integration and fulfillment services to the home entertainment,
communication and home integration service industries, announced today it has
entered into an arrangement agreement with Ad.Venture Partners, Inc. ("AVP"),
(OTCBB: AVPA.OB), a special purpose acquisition company. The arrangement will
result in 180 Connect becoming an indirect, Canadian subsidiary of AVP. AVP, a
Delaware corporation, will be re-named 180 Connect Inc., and intends to apply
for listing on the Nasdaq Global Market concurrently with the closing of the
transaction.
    Based on AVP's closing share price of US$5.71 on March 9, 2007, the
implied equity value of the proposed transaction is approximately US$3.58 per
share to 180 Connect stakeholders on a fully-diluted basis. The implied equity
value represents a significant premium to 180 Connect's closing share price of
US$2.00 on March 9, 2007 and for the 180 Connect shareholders. Closing of the
transaction is expected to occur during 180 Connect's third fiscal quarter of
2007.
    AVP was organized in 2005 to acquire one or more operating businesses in
the technology, media or telecommunications industries. In its initial public
offering, AVP raised gross proceeds of US$54 million, with US$50.4 million
placed in a trust account for the purposes of consummating a business
combination.
    After giving effect to the arrangement, shareholders of 180 Connect will
control approximately 60% of the voting stock of AVP and existing shareholders
of AVP will control the balance, based on the treasury stock method using the
stock prices of AVP and 180 Connect as of March 9, 2007 and assuming none of
AVP's shareholders exercise their rights to convert their shares into a pro
rata portion of AVP's trust account.
    All of the proceeds from AVP's trust account, after payment of
transaction expenses and deferred underwriting fees from its initial public
offering, are expected to be invested into the Company to be used for working
capital and debt reduction purposes and potential acquisitions. As a result,
180 Connect expects to significantly increase its net cash position by
approximately $42 million, assuming no exercise of conversion rights by AVP's
shareholders.
    Mr. Brian McCarthy, Executive Chairman of 180 Connect, stated, "This
transaction represents a substantial equity infusion into the Company and an
opportunity to significantly de-leverage the balance sheet. Additionally, this
proposed arrangement increases our operational flexibility while providing a
solid financial foundation for strategic expansion and growth." Mr. McCarthy
continued, "The 180 Connect management team lead by Peter Giacalone and me
will continue to build on the operational efficiencies currently in place. We
are very optimistic about the industry in which we operate and have a great
deal of confidence that this investment represents a terrific opportunity for
all involved."
    Revenue in 2006 has increased at approximately a 23% two-year compound
annual growth rate to US$335.7 million in 2006 from US$211.8 million in 2004.
Management of 180 Connect recently announced that it expects fiscal 2007
revenue of US$365 million to US$375 million or 9% to 12% year over year growth
and earnings before interest, taxes, depreciation and amortization
("EBITDA")(1) from continuing operations to be in the range of US$24 million
to US$26 million, representing significant double digit growth of 75% to 90%
over the previous year.
    The Company believes it is well positioned to benefit from a number of
industry trends driving the demand for cable and satellite service offerings.
These include: the convergence of technology, the strong upgrade trend from
basic to digital cable and HDTV, the introduction and adoption of other new
technologies, including HDTVs, DVRs, VoIP, and wireless broadband, and the
growth of "digital homes" wired for sound, video, and data. This increasing
array of consumer technology choices is creating the need for increased
professional expertise and assistance. Furthermore, the ever-changing
complexity of in-home technology is expected to further drive the demand for
180 Connect's additional in-home services.
    Pursuant to the terms of the arrangement, shareholders of 180 Connect
will receive approximately 0.627 of a share of common stock of AVP for each
common share of 180 Connect, subject to adjustment for professional fees and
other expenses associated with the transaction. Shareholders who are Canadian
residents wishing to receive a tax deferral may elect to receive exchangeable
shares of a Canadian subsidiary of AVP, which will be exchangeable on a
1-for-1 basis into shares of AVP. Application will be made for the listing of
the exchangeable shares on the Toronto Stock Exchange and the exchangeable
shares will have the same voting rights, dividend entitlements and other
attributes as AVP common stock and, subject to certain limited circumstances,
will not be redeemable for a period of two years from closing of the
arrangement.
    "We believe strongly in the future growth of 180 Connect due to the
increased demand in its core business which is being fueled by the widespread
adoption of consumer electronics in the home including HDTV, broadband, and
VoIP, and consumers' desire for value-added services," stated Mr. Howard
Balter, Chairman and Chief Executive Officer of Ad.Venture. "At the valuation
of approximately 6.5X projected 2007 EBITDA, we believe this transaction
represents tremendous value. The opportunity to acquire a Company that has
grown revenue in excess of 20% annually the last two years to over
$335 million in 2006 and one that is expected to grow EBITDA by 75% to 90% in
2007 in a high growth sector should provide substantial benefits for both
companies."
    Mr. Balter continued, "This Company is at an inflection point in its
lifecycle that presents a significant opportunity to build on the progress and
investments it has made over the past two years. The expertise and solid
relationships of 180 Connect's management team within the satellite and cable
industries provides confidence that they will be able to continue to drive
revenue growth, profitable service expansion and further leverage the service
platform to pursue additional growth opportunities."
    The arrangement agreement has been unanimously approved by the Boards of
Directors of both 180 Connect and AVP. The completion of the acquisition is
subject to a number of conditions, including approval of the Plan of
Arrangement by the Court of Queen's Bench of Alberta and the approval of at
least 66 2/3% of the shareholders and option holders of 180 Connect, present
in person or by proxy at a meeting to be held for that purpose, the approval
of the acquisition by a majority of the shareholders of AVP, present in person
or by proxy at a meeting to be held for that purpose, and the expiration of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. In addition, AVP will not complete the arrangement if it's
public shareholders, holding 20% or more of the stock issued in its initial
public offering both vote against the arrangement and properly elect to
convert their common stock into a pro rata share of the funds in AVP's trust
account, as permitted by AVP's charter.
    The Board of Directors of 180 Connect has received an opinion from its
financial advisor, William Blair & Company, L.L.C., that the exchange ratio is
fair, from a financial point of view, to the 180 Connect shareholders. The
arrangement agreement contains customary closing conditions.

    Conference Call Information

    180 Connect Inc. will host a conference call to discuss the transaction.
The call will begin at 8:00 a.m. EST, Wednesday, March 14, 2007. The dial-in
numbers for the call are international dial 617.213.8055 and toll free at
866.578.5771, participant pass code is 83996181. A taped rebroadcast of the
teleconference will be available upon completion of the meeting on March 14,
2007 at 10:00 a.m. EST to March 21, 2007 until 11:59 p.m. EST. The replay
dial-in numbers are international dial 617.801.6888 and toll free at
888.286.8010, participant pass code is 42736169. The webcast will be archived
on our website at www.180connect.net, along with a copy of our investor
presentation and will be available on SEDAR at www.sedar.com. The rebroadcast
will also be available on the Company's website at www.180connect.net.

    About 180 Connect Inc.

    180 Connect Inc. is one of North America's largest providers of
installation, integration and fulfillment services to the home entertainment,
communications and home integration service industries. With more than 4,000
skilled technicians and 750 support personnel based in over 85 operating
locations, 180 Connect is well positioned as the only pure play national
residential service provider in the market. 180 Connect Inc. shares are traded
under the name of 180 Connect Inc. on the TSX under the symbol NCT.U.

    About Ad.Venture Partners, Inc.

    Ad.Venture Partners, Inc. is a special purpose acquisition company formed
for the purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more operating
businesses in the technology, media or telecommunications industries. In its
initial public offering in August of 2005, AVP raised gross proceeds of
$54 million and placed $50.4 in a trust account. AVP's management team has a
combined 30 years of experience starting, financing, growing, operating and
selling both private and public companies in the technology, media and
telecommunications industries.

    Forward-Looking Information

    This news release contains forward-looking statements that involve risks
and uncertainties (including statements related to the proposed arrangement of
180 Connect and AVP, future growth, financial performance, industry trends,
growth expectations and service offerings) which reflect management's current
expectations regarding the home entertainment, communications and home
integration industries and the Company's future growth, results of operations,
performance and business prospects and opportunities. Statements about
industry trends and the Company's future plans and intentions, results, levels
of activity, performance, goals or achievements or other future events
constitute forward-looking statements. These statements reflect management's
current beliefs and are based on information currently available to
management. Forward-looking statements involve significant risk, uncertainties
and assumptions. Many factors could cause actual results, performance or
achievements to differ materially from the results discussed or implied in the
forward-looking statements. Reference should be made to the Company's Annual
Information Form for a description of the risks and uncertainties facing the
Company. In addition, the proposed arrangement requires the requisite approval
of shareholders of 180 Connect and AVP and approval of the Court of Queen's
Bench of Alberta and the review by the U.S. Securities and Exchange Commission
of a proxy statement and registration statement to be filed by AVP. There can
be no assurance that such approvals and review will be obtained and that the
other conditions to closing will be satisfied. The arrangement agreement may
not be completed on time or at all. Specifically, AVP is required by the terms
of its charter to liquidate if it does not consummate a business combination
by August 31, 2007, irrespective of the status of such approvals or review.
These risks and uncertainties should be considered carefully and prospective
investors should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in this news release are
based upon what management believes to be reasonable assumptions, the Company
cannot assure that actual results will be consistent with these
forward-looking statements.

    Non-GAAP Financial Measures:

    (1) EBITDA from continuing operations is a non-Canadian GAAP measure
    which does not have any standardized meaning prescribed by Canadian GAAP
    and is therefore unlikely to be comparable to similar measures presented
    by other issuers. Management believes that these terms provide a better
    assessment of cash flow from the Company's operations by eliminating the
    charge for depreciation, amortization of customer contracts which are
    non-cash expense items and interest and tax expense. In addition,
    financial analysts and investors use the EBITDA multiple for valuing
    companies within the same sector, in order to eliminate the differences
    in accounting treatment from one company to the next. Given that the
    Company is in a growth stage, the focus on EBITDA gives the investor or
    reader of the Company's financial statements and MD&A more insight into
    the operating capabilities of management and its utilization of the
    Company's operating assets. Management further believes that EBITDA is
    also the best metric for measuring the Company's valuation.

    %SEDAR: 00020398E




For further information:

For further information: contact the following or visit our website at
www.180connect.net; Claudia A. Di Maio, Director Investor Relations, TEL:
(866) 995-8888, DIRECT LINE: (416) 930-7710, EMAIL: cdimaio@180connect.net

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180 CONNECT INC.

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