NPG acquires FootageQuest

Newsplayer Group PLC 2 January 2002 2 January 2002 Newsplayer signs agreement to acquire the Trade and Assets of FootageQuest Newsplayer Group plc ('NPG'), the new-media group, today announces that it has signed a conditional agreement to acquire the trade and assets of FootageQuest, a distributor of rights protected and royalty free content, from eMotion Inc. ('eMotion'), based in Vienna, Virginia, USA (the 'Acquisition'). The Acquisition will be made through NPG's wholly owned subsidiary NPG Inc (incorporated in Delaware, USA). On 27 December, NPG announced the acquisition of the trade and assets of Footage.Net from eMotion. The acquisition of FootageQuest is a perfect fit to the acquisition of Footage.Net. Footage.Net enables the research of stock footage from world's leading archives (including those of ABC News, CNN, Action Sports and National Geographic). FootageQuest, which commenced operations in 2001, enables the retrieval, licensing and delivery of that material. The two businesses combined offer huge benefits to stock footage archives and their customers (cinema, television, news programme makers), by minimising the cost and maximising the efficiency of stock footage distribution. The total consideration payable for the Acquisition will be equivalent to 90 per cent. of the revenue generated by FootageQuest in the second year of operation under NPG's control. The initial consideration payable will be US$500,000 to be satisfied through the issue of new shares in NPG. An interim and the final consideration will be payable on the first and second anniversary of completion through the issue of new shares in NPG. The maximum consideration payable by NPG under this agreement is US$7,500,000 which if fully satisfied through the issue of new shares in NPG would result in eMotion owning a maximum of approximately 23.75 per cent. of the then issued share capital of NPG (based on the closing share price of NPG of 33.5pence on 31 December 2001 and assuming no further issue of shares by NPG). NPG also has the option to satisfy the consideration in cash. NPG is acquiring the FootageQuest technology and several contracts with stock footage suppliers. There are no liabilities assumed as part of the Acquisition. NPG specialises in maximising the revenue potential in television and cinema content through the application of interactive technology. FootageQuest is a full e-commerce footage portal where footage buyers can research, view, license and take online or next-day delivery of high quality stock footage. FootageQuest aggregates content from stock footage suppliers and provides an environment where buyers can search multiple archives simultaneously. The footage can be viewed online in a choice of formats and can be fulfilled as high resolution MPEG2 or any traditional hard media. Footage Quest generates revenue from the licensing of content to end users and sharing the license fee charged with the supplier. The Acquisition is conditional upon the following conditions. NextLec Inc ('NextLec'), a provider of technical services to FootageQuest, based in Tennessee, is currently in Chapter 11 bankruptcy protection. As a condition for closing NPG shall have received notification of NextLec's reorganization plan along with supporting documentation evidencing the acceptance and approval of the reorganization plan of NextLec under Chapter 11 by the Bankruptcy Trustee and by all required parties. In addition, prior to the closing date, NextLec shall have either executed a hosting agreement with NPG equivalent to the agreement previously in effect between NextLec and eMotion, or NextLec shall have consented to the assignment of the existing agreement to NPG. In either event, such action shall have been authorised and approved by the United States Bankruptcy Court having jurisdiction over the Chapter 11 reorganisation proceedings of NextLec. The Acquisition is also conditional upon obtaining approval from NPG shareholders to renew its share authorities. The Acquisition is expected to be completed by the end of February 2002. Chief Executive Paul Duffen commented: 'NPG focuses on two main sectors of the media industry; the building of video-on-demand channels of compelling interactive content and the on-line syndication of stock footage. FootageQuest is a powerful platform for the distribution of stock footage and fits perfectly with our recent acquisition of Footage.Net. Footage.Net enables the research of stock footage from world's leading archives and FootageQuest enables the retrieval, licensing and delivery of that material. We estimate the stock footage market in Europe and North America to be worth around $200 million per annum. It is growing at more than 20% per annum, fuelled by increased demands for new programming and the huge saving it represents compared with shooting new footage. Interactive technology and the Internet will further contribute to the growth of the market as it makes stock footage cheaper and easier to locate and license. We believe that the combination of Footage.Net and FootageQuest within NPG gives us a realistic opportunity to win a significant share of the market within 3 years.' Enquiries: Newsplayer Group Plc Paul Duffen, CEO 07785 313 485 Barry Llewellyn, Marketing Director 07768 502 090 Brunswick Group Ltd Harry Chathli 07974 982 462 Notes to editors: Newsplayer Group plc is a new media company that exploits rights and/or licences to television and cinema content and markets them globally to business, educational and consumer audiences using interactive technology. Revenues are generated from the licensing of content to third parties, from subscription and pay-per-view fees paid by consumers, and from shared advertising revenues. NPG has a range of on-line channels including: * Newsplayer.com - a thousand hours of 20th century news material from ITN and Reuters * Frost.tv - hundreds of interviews conducted by Sir David Frost * Screenplayer.com - Hollywood and showbiz footage * Ucreate.tv - online video editing service * Birdstream - archives of RSPB film unit * Video.tv - hundred years of music videos from EMI
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