Kaboose to Acquire UK-Based Bounty Group and Secures $115 Million Bought Deal Equity Financing



    Acquires UK's Largest Parenting Club and Number 1 Online Family
    Destination in the UK

    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRES OR FOR DISSEMINATION IN
    THE UNITED STATES/

    TORONTO, Nov. 15 /CNW/ - Kaboose Inc. ("Kaboose" or the "Company")
(TSX: KAB), the largest independent, family-focused online media company in
North America, announced today that it has signed a definitive agreement to
acquire Bounty Group Limited ("Bounty"), the UK's largest parenting club and
the leading family destination online in the United Kingdom.
    Under the terms of the agreement, Kaboose will acquire 100 percent of
Bounty for a purchase price of (pnds stlg) 70 million (approximately $140
million) less debt and other long-term liabilities.
    Bounty is the pre-eminent marketing and advertising platform in the
United Kingdom targeting new and expecting mothers, through exclusive
contracts with most UK-based hospitals, established relationships with brand
owners and direct access to over 95% of the estimated 750,000 annual births in
the United Kingdom. Over the past 48 years, Bounty has established a
reputation as a credible, independent source of information, products and
services for new and expectant mothers. As the number one life-stage marketing
and advertising company focused on new mothers in the UK, Bounty helps global
advertisers reach this coveted audience through online media and direct
marketing, a professional health network and product sampling, podcasting,
photography and online photos and parenting guides.

    
    Bounty Highlights

    -   Europe's largest database of young families with approximately nine
        million records;

    -   Number one online destination for young families in the United
        Kingdom;

    -   UK's largest parenting club with over 2.4 million active members and
        over 50,000 new members every month;

    -   Coverage of 95% of the approximate 750,000 annual births in the
        United Kingdom, gained through 217 exclusive and 28 non-exclusive
        distribution contracts with most of the maternity hospitals in the
        United Kingdom;

    -   Largest coverage of the young family market and the greatest number
        of touch points to consumers, starting in the early stages of
        pregnancy and continuing until the child reaches five years of age;

    -   Generated revenue of $41.3 million in 2006 and $37.2 million for the
        first nine months of 2007;

    -   Generated EBITDA (earnings before interest, taxes, depreciation,
        amortization, non-recurring charges and share-based compensation) of
        $7.2 million in 2006 and $6.9 million for the first nine months of
        2007;

    -   Long-standing contractual client relationships with leading consumer
        brands, including Procter & Gamble, Kimberly-Clark, Unilever, Johnson
        & Johnson and ASDA (Wal-Mart); and

    -   Bounty's talented management team has agreed to three-year employment
        contracts, will continue in their respective roles and will become
        part of the Kaboose management team.
    

    "The acquisition of Bounty is the biggest and most exciting step we have
made in our company's history," stated Jason DeZwirek, Chairman and Chief
Executive Officer of Kaboose. "Bounty has an unparalleled market position in
the UK and a fantastic recognizable brand with new and expecting families. The
UK is Kaboose's second largest audience and the acquisition of Bounty will
enable us to monetize our significant European online traffic. As we extend
our strategy to international markets targeting the young family audience, we
believe that we have identified the best company in Europe to meet our goals."
    Simon Williamson, Managing Director of Bounty said, "The entire Bounty
team is thrilled to be teaming up with Kaboose. We look forward to the
combination of our many touch points with this highly coveted consumer
segment. The combined company will be a powerful and integrated global media
and marketing platform, helping leading consumer brands reach the young family
target audience."
    Under the terms of the Bounty transaction, Kaboose will acquire all of
the outstanding shares of Bounty from Bounty shareholders, including funds
managed by ECI Partners LLP, a UK-based private equity firm. The purchase
price is (pnds stlg) 70 million (approximately $140 million) less debt and
other long-term liabilities of approximately (pnds stlg) 12.3 million.
Approximately (pnds stlg) 5.8 million of the purchase price will be satisfied
through the issuance of approximately 4.2 million common shares of Kaboose to
the Bounty shareholders, (pnds stlg) 8.2 million will be satisfied through the
issuance by Kaboose of loan notes that will be due in June 2008 and the
balance will be paid in cash. The cash portion of the purchase price will be
financed through a $115 million bought deal equity offering, being
underwritten by GMP Securities L.P. and RBC Capital Markets, and a new credit
facility with the Royal Bank of Canada. In addition, HSBC will continue its
lending relationship with Bounty following the acquisition by Kaboose.
    Kaboose has entered into an agreement with a syndicate of underwriters
co-led by GMP Securities L.P. and RBC Capital Markets and including Cormark
Securities Inc., Dundee Securities Corp., Canaccord Adams, Genuity Capital
Markets, Jennings Capital Inc., Merrill Lynch Canada Inc. and National Bank
Financial Inc. (collectively, the "Underwriters"). The Underwriters have
agreed to purchase, on a bought deal basis, 41,819,000 subscription receipts
from the Company at a purchase price of $2.75 per subscription receipt, for
aggregate gross proceeds of approximately $115 million. Each subscription
receipt is exchangeable for one common share of the Company upon consummation
of the Bounty acquisition. Kaboose has also granted to the Underwriters an
option, exercisable for a period of 30 days following the closing date, to
purchase from Kaboose up to an additional 10% of the subscription receipts
issued on the same terms and conditions to cover over-allotments and for
market stabilization purposes.
    The subscription receipts to be issued and sold under this offering will
be offered by way of a short form prospectus issued in all of the provinces in
Canada, except Quebec, and will be sold into the United States on a private
placement basis pursuant to applicable prospectus exemptions under the United
States Securities Act of 1933.
    The Bounty Acquisition and the offering are scheduled to close on or
about November 29, 2007 and are subject to certain conditions including, but
not limited to, the receipt of all necessary approvals, including the approval
of the Toronto Stock Exchange and the Canadian securities regulatory
authorities.

    EBITDA is a non-GAAP financial measure and does not have a standardized
meaning. The method used for calculating EBITDA may differ from methods used
by other entities and, accordingly, is unlikely to be comparable to similar
measures used by other entities.

    About Kaboose Inc.

    Kaboose is the largest independent, family-focused online media company
in North America and one of the top-five most visited family destinations
online. From pregnancy to parenting, birthday parties to scrapbooking, and
entertainment to education, Kaboose has the content and applications to help
parents plan and share their family life. Kaboose owns some of the world's
leading online properties targeting families, including BabyZone.com,
ParentZone.com, Kaboose.com, AmazingMoms.com, TwoPeasInABucket.com,
BubbleShare.com, BirthdayInABox.com, Funschool.com and Zeeks.com. Kaboose
trades on the Toronto Stock Exchange under the symbol "KAB."

    For Additional Information on Bounty, please visit: www.bounty.com and
www.bountybusiness.com

    This document may contain forward-looking statements, relating to Kaboose
Inc.'s operations or to the environment in which it operates, which are based
on Kaboose Inc.'s operations, estimates, forecasts and projections. These
statements are not guarantees of future performance and involve risks and
uncertainties that are difficult to predict, and/or are beyond Kaboose Inc.'s
control. A number of important factors could cause actual outcomes and results
to differ materially from those expressed in these forward-looking statements.
Consequently, readers should not place any undue reliance on such
forward-looking statements. Kaboose Inc. disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
    This is not an offer for sale, or a solicitation of an offer to buy, in
the United States or to any U.S. Person (as defined in Regulation S under the
U.S. Securities Act of 1933, as amended (the "Securities Act") of any equity
shares or any other securities of Kaboose Inc. Securities of Kaboose are
traded on the Toronto Stock Exchange. Kaboose's securities have not been
registered under the Securities Act or under any state or other securities
laws. Its securities may not be offered or sold in the United States absent
registration under the U.S. securities laws or unless exempt from registration
under such laws. This does not constitute, and should not be construed as,
"general solicitation or general advertising" as defined under Regulation D of
the Securities Act, or "directed selling efforts" under Regulation S of the
Securities Act.

    %SEDAR: 00022996E




For further information:

For further information: Jason DeZwirek, Chairman and Chief Executive
Officer, Jonathan Pollack, Chief Financial Officer, TEL: (416) 593-3000, FAX:
(416) 593-4658

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KABOOSE INC.

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