Silverback Media PLC
FRANKFURT : SVD
PLUS : SBMP

Silverback Media PLC

September 24, 2007 09:59 ET

Silverback Media Acquires North American Agency Atlas Telecom Mobile

TORONTO, ONTARIO--(Marketwire - Sept. 24, 2007) - Silverback Media Plc (PLUS:SBMP)(FRANKFURT:SVD) announces that it has completed the previously-announced acquisition of a majority interest in Atlas Telecom Mobile Inc. ("Atlas"). Silverback Media intends to merge the operations of Atlas into its Silverback Wireless North American business unit ("Silverback Wireless"). Silverback Wireless is a global network of mobile marketing agencies with operations in Toronto, Montreal, Los Angeles, Miami and Paris.

The acquisition gives Silverback Media a 51% interest in and an option to purchase the remaining 49% of Atlas. Atlas is an established North American Short Message Service (SMS) / Multimedia Messaging Service (MMS) carrier and a value-added mobile messaging solutions provider specialising in SMS/MMS delivery, mobile marketing and interactive applications, mobile payment solutions and content aggregation. Atlas is headquartered in Montreal, Quebec and additionally has substantial operations in the southern United States. Atlas reported turnover of CDN$3.9 million for the 6-month period ending June 30, 2007.

The acquisition was structured as a share subscription for newly issued treasury shares of Atlas representing a 51% voting interest for aggregate subscription proceeds of CDN$1.7 million. Approximately CDN$1.1 million is attributable to goodwill. Details of the transaction are as follows:

(a) As consideration, Silverback Media has (i) paid a cash amount of CDN$850,000, (ii) delivered CDN$500,000 worth of Silverback Media Plc ordinary shares valued at a price of EUR 0.30 per share, and (iii) delivered to Atlas an interest free promissory note in the amount of CDN$350,000, due and payable on October 31, 2007.

(b) CDN$1,000,000 of the consideration was applied to eliminate the related party debts of Atlas.

(c) Silverback Media has the option to purchase all of the remaining shares of Atlas at an exercise price equal to two times 49% of the gross revenue of Atlas in the 12-month period ending the month prior to delivery of the notice of exercise. The option has a term of 36 months from the closing date.

If Silverback Media does not exercise the option to purchase the remaining 49% of Atlas within the 36-month period, the party holding the 49% interest in Atlas will have the option, for the following 12-month period, to repurchase the 51% interest in Atlas acquired by Silverback Media in the current transaction. The exercise price of the repurchase option is the sum of (i) CDN$1.7 million, plus (ii) the amount of any additional working capital provided by Silverback Media after the close of the current transaction, plus (iii) an option premium of 8% per annum on these amounts.

(d) In the event that the 10-day average trading price of Silverback Media ordinary shares immediately preceding the one-year anniversary of the closing date is less than EUR 0.30 per share, the holders of the Silverback Media ordinary shares received as part of Silverback Media's acquisition of Atlas have the right to sell their shares back to Silverback Media at a price of EUR 0.30 per share.

Martin Doane, CEO of Silverback Media, commented, "This acquisition significantly accelerates the North American expansion of Silverback Wireless and solidifies our position as an established global mobile marketing network. Atlas' key alliances with 81 major wireless carriers in 20 countries and its worldwide network will enhance Silverback Media's ability to provide its customers with products and services on a global scale. Our combined list of clients now includes major brands from around the world, representing a diverse range of industries. Atlas brings creative mobile solutions that have little overlap with those currently provided by Silverback Wireless, and will contribute to positioning the Company at the forefront of product and service innovation. The team at Atlas is experienced and visionary, and Silverback Media welcomes them to our global management team."

The Directors of Silverback Media Plc accept responsibility for this announcement.

About Silverback Media Plc

Silverback Media Plc is a global mobile marketing advertising agency with operations in Toronto, Los Angeles, Miami, New York and Paris. Silverback Media is positioned at the leading edge of the next phase of the evolving e-marketing sector, and is transforming the personal, portable and pervasive nature of mobile devices into a revolutionary, potent advertising and marketing channel. Through its innovative integration of leading edge technologies and expertise, Silverback Media provides marketers with the ability to deploy high-performance interactive mobile marketing campaigns that are fully-integrated and continuous with their online marketing initiatives in order to cost-effectively acquire and retain customers and generate brand recognition.

Silverback Media is listed on the Open Market of Deutsche Boerse in Frankfurt/Main (Symbol: SVD) and the Plus Market in London (Symbol: SBMP).

For more information on Silverback Wireless, please go to www.silverbackwireless.com.

For more information on Atlas Telecom Mobile, please go to http://www.atlastelecommobile.com/.

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