Acquisition establishes largest United States location
CALGARY and SALT LAKE CITY, UT, March 20 /CNW/ - Rare Method Interactive
Corp. ("Rare Method") (TSX Venture Exchange, Tier 1 listed under symbol RAM)
today announced it has significantly expanded its presence in the United
States market by signing an arm's length Agreement and Plan of Merger to
acquire BBCJ Ventures Inc. operating and doing business as Blain Olsen White
Gurr Advertising (BOWG), an integrated marketing firm based in Salt Lake City,
Utah. Rare Method will acquire beneficial ownership, control and direction
over all issued and outstanding common shares of BOWG from three shareholders
(representing a controlling share of 100% of that company's issued and
outstanding shares). Upon completion of this transaction, BOWG will be a
wholly owned subsidiary of Rare Method.
"This deal is an important step in our plan to increase our presence in
the western United States through strategic acquisitions," explains Rare
Method president Roger Jewett. "Our plan is to develop a network of offices
that will include rapidly growing cities such as Salt Lake City, Phoenix, Las
Vegas and Denver."
Jewett noted that while BOWG is well known and respected for its
advertising work with technology clients such as Telcordia Technologies,
3M Health Information Systems and iPass, it also works with travel/tourism
clients including Utah State Fair, Thanksgiving Point and the Salt Lake City
Convention and Visitors Bureau.
BOWG has 23 employees and had annual revenues of US$2.9 million in 2006
(based on unaudited financial statements acceptable to Rare Method). In June
2006, BOWG won two National Silver ADDY(R) Awards from among thousands of
entries. According to the American Advertising Federation (AAF), the ADDYs are
the nation's largest advertising awards competition.
"Joining Rare Method provides BOWG with a tremendous growth opportunity,"
says BOWG Vice President Eric White. "BOWG clients will benefit immediately
from this merger by accessing the added interactive marketing strategic skills
that Rare Method brings to the table."
The purchase price for BOWG will consist of the issuance of 2,289,300
common shares on closing at a deemed price of $0.22 (Cdn.) per share for an
initial consideration of $429,000.00 (US). Three future contingent
considerations, each of a maximum of $390,000.00 (US) payable 25% in cash and
75% in Rare Method common shares, may be paid if certain BOWG earnings
milestones are achieved over the three-year period after closing. The total
maximum consideration for the transaction is $1,599,000.00 (US.), which
represents the fair market value of BOWG (as determined and negotiated by both
Rare Method and the sellers). The agreement also contains provisions for
adjustments to the future contingent consideration based on future exchange
rates between the Canadian and American dollars. Completion and closing of the
transaction is subject to exchange approval. BBCJ shareholder approval has
already been received for the transaction.
Founded in 1995, BOWG is an integrated marketing agency focused primarily
on business-to-business markets. BOWG was named one of Utah's fastest growing
companies by Inc. magazine. BOWG's success has been based on the simple
premise of offering shrewd strategic direction, standout creative ideas and
excellent service to its clients. BOWG is based in Salt Lake City, Utah.
About Rare Method Interactive Corp.
Rare Method is a leading interactive marketing firm that designs, builds,
implements and optimizes strategic interactive marketing programs that
acquire, convert and retain customers. Rare Method offers a full range of
interactive marketing services including interactive marketing strategies,
creative development, technology development, implementation of interactive
marketing programs and campaign optimization. Rare Method was recognized as
Alberta's 2nd fastest growing company by Alberta Venture magazine in 2007.
Some of the statements in this announcement are forward-looking.
Forward-looking statements include statements regarding the intent, belief and
current expectations of Rare Method or its officers with respect to various
matters. When used in this announcement, the words "expects," "believes,"
"anticipates," "plans," "may," "will," "should" and similar expressions, and
the negatives thereof, are intended to identify forward-looking statements.
Such statements are not promises or guarantees, and are subject to risks and
uncertainties that could cause actual outcome to differ materially from those
suggested by any such statements. These forward-looking statements speak only
as of the date of this announcement. Rare Method expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement contained herein to reflect any change in its
expectations with regard thereto or any change in events, conditions or
circumstances on which any forward-looking statement is based.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Mr. Roger Jewett, President, Rare Method, (403)
543-4500, www.raremethod.com; Mr. Neil Bousquet, APR, PR, Rare Method, (403)