SOURCE: Thomson

July 28, 2005 04:02 ET

Thomson to Acquire PRN Corporation, the Leading Operator of In-Store Digital Video Networks

Boulogne -- (MARKET WIRE) -- July 28, 2005 -- Paris, France and Camarillo, CA 28 July 2005 - Thomson (Euronext 18453; NYSE: TMS) has entered into a definitive agreement to acquire PRN Corporation (PRN), the leader in the fast-growing market of out-of-home video advertising networks. This acquisition furthers Thomson's expansion into the implementation and management of video networks for a broad range of customers spanning broadcasters, cinemas and now retailers. PRN will be part of Thomson's Network Operations Services business unit in the Services Division.



PRN is a privately-owned U.S. company headquartered in San Francisco, California. PRN manages in-store television networks in over 6,000 locations across leading retailers including Wal-Mart, Sam's Club, Costco, Albertsons; Best Buy and Circuit City. PRN offers a comprehensive range of services including installation and management of electronic media infrastructure, conversion and preparation of electronic video content, video content aggregation, including media sales and management of thousands of playlists addressing 34,000 customer viewing areas. PRN is the undisputed leader in the fast-growing market of dynamic digital signage at the point of sale reaching 200 million viewers every month.



Out-of-home video networks are attracting a growing share of US advertising spend with a projected annual growth of over 25%. The growth of this market segment has been accelerated by advertisers' demand for alternative media reaching more engaged audiences compared to traditional TV advertising. In addition, this segment has benefited by the improving quality of data measuring the effectiveness of such out-of-home networks, and by the falling prices of networking infrastructure and flat-panel displays.



Thomson's Services Division encompasses a wide range of activities enabling the management of electronic content flows for a variety of distribution channels including broadcast, cinema, corporate and retail. These services include also Thomson's state-of-the-art post-production and content preparation activities, and the management of digital media centres and playout. PRN will extend the reach of this activity towards retail and advertising clients and networks.



The purchase price is approximately $285 million payable in cash, including a normalized level of working capital. Bearing in mind PRN's strong growth and profitability, the business meets Thomson's return and price criteria. The acquisition is subject to the usual regulatory requirements and is expected to close during the fourth quarter. PRN is expected to be accretive to earnings in 2006.



"The acquisition of PRN will reinforce Thomson's expertise in electronic media and further extend our services towards advertisers and retailers. In addition, we are delighted to welcome the seasoned and successful PRN team who will contribute to the development of our network operations business. Thomson is making significant progress in extending the reach of its digital network management activity. Network Operations Services, one of the Group's primary boosters, is now well equipped to deliver its Two-Year Plan objective," said Lanny Raimondo, Senior Executive Vice President of Thomson, in charge of the Services Division.



Charlie Nooney, CEO of PRN commented, "We are excited to be a part of Thomson. This is an important strategic step for PRN. The depth of Thomson's media capabilities and their international presence will provide numerous opportunities for us to better serve our retail and advertiser partners."



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Certain statements in this press release, including any discussion of management expectations for future periods, constitute forward-looking statements" within the meaning of the "safe harbor" of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements due to changes in global economic and business conditions, consumer electronics markets, and regulatory factors. More detailed information on the potential factors that could affect the financial results of Thomson is contained in Thomson's filings with the U.S. Securities and Exchange Commission.



About Thomson - Partner to the Media & Entertainment Industries



Thomson (Euronext Paris: 18453; NYSE: TMS) provides services, systems and technology to help its Media & Entertainment clients - content creators, content distributors and users of its technology - realize their business goals and optimize their performance in a rapidly changing technology environment. The Group is the preferred partner to the Media & Entertainment Industries through its Technicolor, Grass Valley, RCA and Thomson brands. For more information: www.thomson.net.


+--------------------+-------------------+--------------------+
|   Press Relations  |                   |                    |
+--------------------+-------------------+--------------------+
|  Tom Bracken       |    +1 805-445-7293|Tom.bracken@thomson.|
|                    |                   |net                 |
+--------------------+-------------------+--------------------+
|  Martine Esquirou  |  +33 1 41 86 58 51|martine.esquirou@tho|
|                    |                   |mson.net            |
+--------------------+-------------------+--------------------+
|  Julie Dardelet    |  +33 1 41 86 65 24|julie.dardelet@thoms|
|                    |                   |on.net              |
+--------------------+-------------------+--------------------+
|  Investor Relations|                   |                    |
+--------------------+-------------------+--------------------+
|  Séverine Camp     |  +33 1 41 86 57 23|severine.camp@thomso|
|                    |                   |n.net               |
+--------------------+-------------------+--------------------+
|  David Schilansky  |  +33 1 41 86 52 38|david.schilansky@tho|
|                    |                   |mson.net            |
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