SOURCE: Trudy Corporation

February 19, 2008 15:10 ET

Trudy Reaches Agreement in Principle to Acquire Certain Assets That Will Create a New Line of Business Comprising Online and E-Commerce Sales of Children's Audio, Electronics, Musical Instruments and Related Products in the Direct to the Consumer, Schools and Libraries Sectors

NORWALK, CT--(Marketwire - February 19, 2008) - Trudy Corporation (OTCBB: TRDY) announced today that it has reached agreement in principle to acquire certain assets of a mail order and e-commerce company related to sales of children's educational audio, electronics, musical instruments and complementary third party products in the direct-to-consumer homeschool and library markets. Final negotiations are expected to result in a definitive agreement and closing on or around March 4, 2008, with the closing subject to satisfaction of certain conditions, including final Trudy Board of Directors' approval.

Among the assets to be purchased are certain inventory, URLs, mail order catalogs, customer mailing lists and e-mail lists, as well as certain trademark rights used in the direct-to-consumer and library lines of business. Consideration for the transaction includes $350,000 in cash, $200,000 in Trudy Common Stock and an earn-out payment in each of the next three years if certain net income goals are met from the business being purchased. Of the $200,000 in Trudy Common Stock, 20,000,000 shares are to be issued at the closing ($100,000 worth, valued at $.005/share) and $100,000 worth of Common Stock is to be issued on the first year's anniversary of the transaction's closing, valued at the per share average closing price for the ten (10) trading days preceding the date of issuance. In addition, the principal of the acquired business will be provided a three (3) year employment agreement with Trudy to manage the direct-to-consumer sales and marketing for the new line of business, which will also include Trudy's web site and direct mail catalog marketed under the Soundprints brand. The Company is in the process of arranging financing for the cash portion of the consideration.

William W. Burnham, Chairman of Trudy, remarked, "The targeted company and its lines of business are well known to the Trudy family. Our Soundprints catalog initiatives for the past 10 years have developed certain marketing information cooperatively with this company, which has yielded admirable results for both. The purchase of this online and mail order catalog business will add significantly to Trudy's turnover and be the foundation for growth in Trudy's direct-to-consumer business." Ashley C. Andersen Zantop, CEO of Trudy Corporation, added, "The operational, sales and content synergies between Trudy Corporation and the new line of business are significant, and we are delighted that this agreement in principle affords us the opportunity to bring new talent and experience on board to head our direct-to-consumer sales division. Building and improving upon this sales channel is important in itself, but is also a critical early step in launching the company's new media strategies, including digital audiobooks and other digital content for download and use with targeted hardware."

Trudy Corporation was founded in 1947 as a privately owned designer of plush toys and became a public company in 1987. Trudy currently holds licenses from the Smithsonian Institution, Sesame Workshop, the African Wildlife Foundation and the American Veterinary Medical Association, among others, for children's books, audio books and plush toys. It has active distribution into the toy and book trade, the warehouse clubs, mass market retailers as well as schools and libraries. Also in its distribution portfolio is a mail order catalog and e-commerce business to the education community and at-home consumers.

Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These forward-looking statements speak only to the date hereof; Trudy Corporation disclaims any intent or obligation to update these forward-looking statements.

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