BRANCHEZ-VOUS! plans to acquire NetWorldMedia to form the leading Canadian bilingual online ad network



    MONTREAL, Oct. 2 /CNW Telbec/ - BRANCHEZ-VOUS! (TSX Venture: BZV)
announced today that it has entered into a share purchase agreement to acquire
NetWorldMedia. This transaction will regroup under one roof two leading
Canadian advertising networks.
    NetWorldMedia is a Montreal-based privately-owned company operating one
of the fastest growing ad networks in Canada, with exclusive representation of
approximately 250 websites including premium properties such as Canada411 and
SuttonQuebec, and a total reach of over 9 million Canadians per month.
NetWorldMedia is also a technological innovator having developed the only
truly bilingual Behavioural Targeting system in Canada. In its latest fiscal
year, ended April 30, 2008, NetWorldMedia had sales of over $4.5 million and
EBITDA (Earnings before interest, tax, depreciation and amortization) of over
$360,000.
    BRANCHEZ-VOUS!, publisher of the BRANCHEZ-VOUS.com portal, operates the
BRANCHEZ-VOUS! Network which represents over 50 premium sites reaching
3 million unique visitors per month. The BRANCHEZ-VOUS! Network includes such
premium brands as Cinoche.com, CommentCaMarche.net, GlobeTrotter.net,
LeDevoir.com and JeuxVideo.com. In its latest fiscal year, ended December 31,
2007, BRANCHEZ-VOUS! had sales of over $ 4.3 million and EBITDA of almost
$ 400,000.
    A share purchase agreement was signed yesterday between BRANCHEZ-VOUS!
and the shareholders of 4306112 Canada Inc. Pursuant to the share purchase
agreement, BRANCHEZ-VOUS! will acquire all of the issued and outstanding
shares of 4306112 Canada Inc., which owns 100% of NetWorldMedia and minority
stakes in several Quebec-based web sites. The acquisition is payable by the
issuance of 30 million common shares of BRANCHEZ-VOUS! to the shareholders of
4306112 Canada Inc.. Based on the 10 day closing average price of $0.156 per
share, the price of the acquisition is $ 4,680,000. (Related to the
transaction, a maximum of 300,000 additional common shares of BRANCHEZ-VOUS!
may be issued in the following three years.)
    Below is a summary of the consolidated financial results of
4306112 Canada Inc. for its two latest fiscal years ended April 30:

    
    -------------------------------------------------------------------------
                                    April 30, 2008            April 30, 2007
    -------------------------------------------------------------------------
    Revenues                           $ 4,546,107               $ 4,343,737
    -------------------------------------------------------------------------
    EBITDA(*)                            $ 361,200               $ 1,009,548
    -------------------------------------------------------------------------
    Net earnings                         $ 230,140                 $ 627,022
    -------------------------------------------------------------------------
    Assets                             $ 2,753,039               $ 2,773,558
    -------------------------------------------------------------------------
    Liabilities                        $ 1,679,570               $ 1,930,493
    -------------------------------------------------------------------------
    Shareholders' equity               $ 1,073,469                 $ 843,065
    -------------------------------------------------------------------------

    ((*) EBITDA is defined as earnings before interest, income taxes,
       depreciation and amortization. EBITDA is provided as a supplementary
       earnings measure to assist readers in determining the ability of the
       Company to generate cash from operations and to cover financial
       charges. It is also widely used for business valuation purposes.
       This measure does not have a standardized meaning prescribed by
       Canadian generally accepted accounting principles and may not be
       comparable to similar measures presented by other companies.)
    

    If the transaction is completed as expected, NetWorldMedia's current
owners and top managers - Lior Amar, Gino Coutu and Tom Vorias - will take up
prominent positions on the combined executive team and, as significant
shareholders, will be fully vested in the success of the combined entity. Gino
Coutu will act as co-President and Chief Operating Officer of the Corporation;
Tom Vorias will act as Vice-President, Finance, and Lior Amar as Chief
Technology Officer. Gino Coutu and Tom Vorias will also join the Corporation's
board of directors.
    "This acquisition will establish BRANCHEZ-VOUS! as the dominant
advertising network in French Canada and places us in a strong position to
profit from the explosive growth of the Internet advertising market across
Canada", says Patrick Pierra, President and CEO of BRANCHEZ-VOUS!.
"NetWorldMedia brings an undisputed reach in Quebec and a rapidly growing base
in English Canada, a very strong sales and management team, a unique expertise
in text and performance-based advertising, and proprietary technology
solutions - including leading-edge behavioural targeting capabilities - to
optimize efficiency and profitability of Web advertising."
    "The two networks are truly complementary and will provide both national
and local advertisers unprecedented reach and targeting abilities across
Canada", says Gino Coutu, CEO of NetWorldMedia. "Our clients and partners will
benefit from the unrivalled experience of the BRANCHEZ-VOUS! sales team, their
stellar service reputation and expertise in brand management and promotion.
The newly combined sales force of over 15 seasoned sales professionals will
allow our publishers to fully maximize revenue and our advertisers will gain
access to a network of over 300 websites and state-of-the-art technology from
a single truly national ad network".
    "After thirteen years of solid and consistent organic growth, this
acquisition will elevate BRANCHEZ-VOUS! to the next level, says André Bisson,
Chairman of the Board of Directors of BRANCHEZ-VOUS!. The corporation will
double its sales, EBITDA and net earnings, and we expect this transaction to
be immediately accretive to shareholders. The increase in size and a renewed
focus on accelerated growth should also raise the corporation's profile among
investors."
    The arm's length transaction is subject to the customary approvals,
including the TSX Venture Exchange and regulatory authorities approvals.
BRANCHEZ-VOUS! management expects to close the transaction before the end of
2008.

    About BRANCHEZ-VOUS! inc.

    BRANCHEZ-VOUS! is a leading Montreal-based Internet media company, active
in Internet content and advertising.
    BRANCHEZ-VOUS! Advertising sells Internet advertising space. It
commercializes the BRANCHEZ-VOUS! Network, the largest French-language
Internet advertising network in Canada with over 200 French-language web
sites, over 50 of which are represented on an exclusive basis; these include
AlloCine.com, ChezMaya.com, Cinoche.com, CommentCaMarche.net,
GlobeTrotter.net, LeDevoir.com and JeuxVideo.com. The BRANCHEZ-VOUS! Network
reaches approximately 3 million French Canadians each month. BRANCHEZ-VOUS!
Advertising also represents the myTELUS.com portal in Quebec.
    BRANCHEZ-VOUS! Content produces, publishes and commercializes
French-language Internet content. It operates BRANCHEZ-VOUS.com, the largest
independent portal in Quebec, which primarily targets an audience of active
adults working in and/or interested by technology; the Showbizz.net
entertainment news site - which includes LeCinema.ca (movies) and
HumourQuebec.com (humour); and the Fanatique.ca sports site.
    BRANCHEZ-VOUS! is listed on the TSX Venture exchange under the symbol BZV
and has approximately 30.4 million shares outstanding. Additional information
on the Corporation can be obtained on SEDAR and at
www.branchez-vous.com/inc/english

    About NetWorldMedia inc.

    Founded in 2001, NetWorldMedia is the leading Canadian interactive
advertising network, offering both contextual and behavioral targeting
capabilities. NetWorldMedia exclusively represents approximately 250 websites
and reaches over 9 million unique users per month across Canada, 5.5 million
in Quebec alone (comScore, May 2008).
    With a wide range of products and services that include banner
advertising, pay-per-click search advertising (PPC) and Search Engine
Optimization (SEO), NetWorldMedia is uniquely positioned to maximize its
advertisers' return on investment thanks to a unique mix of expertise,
technology and premium publisher inventory on high quality sites that include
Canada411.com, GuideAuto.com, Copines.ca, DoYouLookGood.com, OccasionEnOr.com,
MonClasseur.com, TagTele.com, TonTuyau.com, SuttonQuebec.com, lInternaute.com,
Montreal.TV, RestoMontreal.ca and ClubPlanet.com.
    www.networldmedia.com

    Caution Concerning Forward-Looking Statements

    This news release contains forward-looking statements relating to the
proposed acquisition of a target company, including statements regarding the
completion of the proposed transaction and other statements that are not
historical facts. Such forward-looking statements are subject to important
risks, uncertainties and assumptions. The results or events predicted in these
forward-looking statements may differ materially from actual results or
events. As a result, you are cautioned not to place undue reliance on these
forward-looking statements.
    The completion of the proposed transaction is subject to a number of
terms and conditions, including, without limitation: (i) approval of TSX
Venture Exchange and regulatory authorities, and (ii) certain termination
rights available to the parties under the Share Purchase Agreement. These
approvals may not be obtained, the other conditions to the transaction may not
be satisfied in accordance with their terms, and/or the parties to the Share
Purchase Agreement may exercise their termination rights, in which case the
proposed transaction could be modified, restructured or terminated, as
applicable.
    The forward-looking statements contained in this news release are made as
of the date of this release. We disclaim any intention and assume no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Additionally, we
undertake no obligation to comment on expectations of, or statements made by,
third parties in respect of the proposed transaction.

    The TSX Venture exchange has neither approved nor disapproved the
    contents of this press release.




For further information:

For further information: For BRANCHEZ-VOUS!: Media: Patrick Pierra,
President and CEO, (514) 842-3838 ext. 249; Analysts and investors: Ramzy
Metwalli, CFO, (514) 842-3838 ext. 302,
http://www.branchez-vous.com/contacts/; For NetWorldMedia: Gino Coutu,
President and CEO, (514) 337-9065 ext. 222, gino@networldmedia.com

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