Nstein Technologies acquires Picdar, dominant provider of picture and digital asset management in UK



    Nstein's momentum continues - the Company consolidates its position in UK
    and Europe as a leader of online publishing solutions

    MONTREAL, Canada and ST ALBANS, UK, Feb. 13 /CNW Telbec/ -

    
    Highlights

    - Complementary solutions - clients of both companies now have access to
      a full suite of solutions for integrated online and print publishing
      and content management

    - Expanded client base - Picdar's 50 prestigious clients including
      Associated Newspapers, Trinity Mirror, The Telegraph and The Guardian
      combined with Nstein's UK client roster such as BBC and News
      International represent an unbeatable portfolio of leading UK media and
      publishing clients

    - Picdar's CEO, Lesley Steinitz, to helm Nstein's UK operations as
      Director of Operations (UK) and Picdar's CTO, Andy Heather, appointed
      VP Worldwide Publishing

    - Enterprise value ranging between $6,595,000 and $9,245,000
      (GBP 3,375,000 to GBP 4,730,625) contingent on meeting future revenues
      and EBITDA targets - paid through a combination of cash and shares
    

    Nstein Technologies Inc. www.nstein.com (TSX-V: EIN), a leader in online
publishing solutions for newspapers, magazines and online content providers,
today announced that it has acquired Picdar, dominant provider of picture and
digital asset management in UK. Established for over 20 years, Picdar provides
Digital Workflow and Asset Management (DAM) solutions to newspapers, magazine
and corporate publishers. Picdar has built a reputation of technological
innovation and outstanding customer support, helping major publishers such as
Associated Newspapers, The Financial Times, Independent Newspapers, The
Telegraph, The Guardian, Trinity Mirror, IPC and Condé Nast steer into the
digital age.
    Nstein welcomes Andy Heather, Lesley Steinitz, and Jeff Carson to its
management team. Co-founder of Picdar and principal architect of the Media
Mogul product suite, Andy Heather will continue to support local UK
operations, as well as contribute to Nstein's combined product strategy as
VP Worldwide Publishing. Lesley Steinitz, currently Chief Executive of Picdar,
will now lead Nstein's UK offices as Director of Operations (UK). Jeff Carson,
who initially joined Picdar as a software engineer will continue to act as
Director of Engineering, responsible for local development and technical
services.
    Luc Filiatreault, President and Chief Executive Officer of Nstein
Technologies, declared: "With the acquisition of Picdar, Nstein increases its
market share in Europe and consolidates its position as the world-leading
provider of online publishing solutions for the media industry. Our customers
now benefit from a strong local presence in the UK and a team of talented
publishing technology experts. Combined with our other European offices, the
acquisition of Picdar strengthens our professional services and delivery
capabilities in Europe. Moreover, Lesley, Andy, and Jeff are invaluable
additions to our world-class executive team and they will help ensure our
success as we continue to grow rapidly both in Europe and on the international
scene."
    Andy Heather added: "Customers of both Picdar and Nstein will be better
served and gain unique competitive advantages as a result of this combination.
Our products are complementary, bringing our worldwide customers exciting new
benefits. We now focus on bridging our respective foundations to rapidly
unlock these synergies."
    Lesley Steinitz concluded: "We are thrilled to join Nstein. Nstein's
strategic focus which is to provide the media and publishing industry with the
benefits of comprehensive and leading-edge online publishing solutions goes
hand-in-hand with our own culture and philosophy. Nstein's momentum and global
presence will bring our employees significant professional growth
opportunities."
    Under the terms of this arm's-length transaction, Nstein has acquired all
of the outstanding common shares of Picdar for a purchase price equivalent to
the sum of (i) the business' enterprise value set at between $6,595,000 and
$9,245,000 (GBP 3,375,000 to GBP 4,730,625), plus (ii) the working capital
excess at closing estimated at $4,545,000 (GBP 2,325,500). An amount
corresponding to 75% of the enterprise value, namely $6,595,000
(GBP 3,375,000) is payable at closing, and the balance of up to $2,650,000
(GBP 1,355,625) contingent on meeting certain future revenues and EBITDA
targets. Each payment is made of a mix of 75% in cash and 25% in newly issued
shares of Nstein at a price based on the 20 trading days weighted average
trading price of Nstein shares on the TSX-V immediately prior to such payment
date. The shares issued are subject to the terms of an escrow agreement and
will be released quarterly over a period of twenty-four (24) months. The
working capital excess is payable in cash. The transaction is subject to
approval of the Exchange. A Material Change Report will be filed today on
SEDAR.

    About Nstein Technologies Inc.

    Nstein Technologies (TSX-V: EIN) develops and markets multilingual
solutions that power online publishing for the most prestigious newspapers,
magazines, and content-driven organizations. Nstein's solutions generate new
revenue opportunities and reduce operational costs by enabling the
centralization, management and automated indexing of digital assets. Nstein
partners with clients to design a complete online strategy for success using
publishing industry best practices for the implementation of its Web Content
Management, Digital Asset Management and Text Mining Engine products.
www.nstein.com

    
    - The TSX Venture Exchange does not accept responsibility for the
      adequacy or accuracy of this release.

    - Any statement that appears prospective shall not be interpreted as
      such.
    
    %SEDAR: 00014563EF




For further information:

For further information: Nstein Technologies Inc.: Investor Relations:
Bruno Martel, Chief Financial Officer, Nstein Technologies Inc., (514)
908-5406, bruno.martel@nstein.com; Media: Rina Marchand, Marketing Manager,
Nstein Technologies Inc., (514) 908-5406, rina.marchand@nstein.com; Renmark
Financial Communications Inc.: Maurice Dagenais,
mdagenais@renmarkfinancial.com; Bryan Neebar, bneebar@renmarkfinancial.com;
(514) 939-3989, Fax: (514) 939-3717, www.renmarkfinancial.com

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NSTEIN TECHNOLOGIES INC.

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