Nstein Technologies Acquires Picdar, Dominant Provider of Picture and Digital Asset Management in UK


MONTREAL, Canada and ST ALBANS, England, February 13 /PRNewswire/ --

- Nstein's Momentum Continues - the Company Consolidates its
Position in UK and Europe as a Leader of Online Publishing Solutions

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
(GBP3,375,000 to GBP4,730,625) contingent on meeting future revenues and
EBITDA targets - paid through a combination of cash and shares

Nstein Technologies Inc. http://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 (GBP3,375,000 to GBP4,730,625), plus (ii) the working capital
excess at closing estimated at $4,545,000 (GBP2,325,500). An amount
corresponding to 75% of the enterprise value, namely $6,595,000
(GBP3,375,000) is payable at closing, and the balance of up to $2,650,000
(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 filled 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.
http://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.

© PR Newswire Association LLC.

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