Deluxe Corporation / Hostopia

Deluxe Corporation and Hostopia.com Inc today announced that they have entered into a definitive agreement for Deluxe to acquire Hostopia. The target company is a leading provider of web services that enable small and medium-sized businesses to establish and maintain an Internet presence.

Deluxe will acquire Hostopia in an all-cash transaction that values Hostopia at approximately CAD 124m (USD 122.2m). Under terms of the Merger Agreement, Deluxe will pay CAD 10.55 (USD 10.39) in cash for each outstanding Hostopia common share. Subject to a final accounting allocation of the purchase price, the acquisition is not expected to have a significant impact to Deluxe's earnings and operating cash flow for fiscal 2008.

The transaction, which has been unanimously approved by the Boards of Directors of both companies, is structured as a merger under applicable law. It will require the approval of Hostopia stockholders holding a majority of the outstanding Hostopia common shares at a special meeting to be called to consider the transaction. Hostopia stockholders holding in aggregate approximately 35% of the issued and outstanding shares of Hostopia common stock have agreed to vote their Hostopia common shares in favor of the transaction as long as the merger agreement is in effect, pursuant to a voting agreement with Deluxe. The transaction is also subject to certain other customary closing conditions. The transaction is expected to close in the third quarter of 2008.

(c) Press Release


Iliad / Alice

Alice France, the ISP owned by Telecom Italia (TI), is to be acquired by Iliad, the listed French telecommunications group, for around EUR 800m, reported Les Echos.

The unsourced report said that exclusive talks between seller Telecom Italia and Iliad will be announced this morning. Iliad owns Free, a French internet provider, and Free will acquire the 950,000 ADSL subscribers of Alice, the report said.

For 2007 Alice reported turnover of EUR 394m with an operational loss of EUR 191m. By merging Alice with the Iliad operations, this must be turned into profitability, the report said. Iliad had net debts of EUR 115m at the end of 2007 so this buy will be financed by new debts, the report noted.

(c) mergermarket.com


CBS / CNET Networks

CBS Corporation has entered into an agreement to acquire CNET Networks, Inc., it was announced today by Leslie Moonves, President and Chief Executive Officer, CBS Corporation.

Under the terms of the agreement, CBS will make a cash tender offer for all issued and outstanding shares of CNET Networks for USD 11.50 per share, representing an equity value of approximately USD 1.8 billion. The acquisition will make CBS one of the 10 most popular Internet companies in the United States, with a combined 54 million unique users per month, and approximately 200 million users worldwide.

Based in San Francisco, CNET Networks owns many of the Internet's leading entertainment, news and information sites including CNET, ZDNet, GameSpot.com, TV.com, mp3.com, CNET news.com, UrbanBaby, CHOW, Search.com, BNET, MySimon and TechRepublic. The company, which reported significant profits in 2007 on revenues of USD 406 million, has a large international footprint, particularly in China.

Upon closing, CNET Networks' sites will be combined with CBS's stable of dynamic and growing interactive businesses. These include CBS.com, CBSSports.com, CBSCollegeSports.com, MaxPreps.com, CBSNews.com, last.fm, Wallstrip, MobLogic, CBS Radio and CBS Television Stations digital media platforms, and the distribution network of the CBS Audience Network, which is made up of more than 300 partner Web sites and reaches 82% of all online users in the United States.

The Board of Directors of CNET Networks has unanimously approved the merger agreement and unanimously recommends that CNET Networks stockholders accept the tender offer and tender their shares. The transaction is subject to customary conditions and is expected to be completed in the third quarter of this year.

(c) Company Press Release


Softbank / Oak Pacific Interactive

Softbank, the Japan-listed IT conglomerate, plans to acquire about a 40% stake in unlisted China-based Internet company Oak Pacific Interactive, reported the Nihon Keizai Shimbun.

The report, which did not cite sources, disclosed that Softbank has already obtained a 14% interest in Oak Pacific, which it acquired for about JPY 10bn. The Japanese company also holds about a 20% stake in terms of preferred shares. Altogether, Softbank will pay about JPY 40bn (USD 384m) to acquire the 40% interest, according to the report. As a result, Softbank will become the leading shareholder in Oak Pacific.

Softbank chief executive officer, Masayoshi Son, will become a director of Oak Pacific, the report added. Around 22 million members use Oak Pacific's social networking site, and Softbank plans to offer online advertising and video distribution to users of the site. Softbank also hopes to obtain capital gains when Oak Pacific goes public, according to the report.

(c) Mergermarket.com

freenet / debitel

freenet AG has today signed an agreement for the acquisition of the debitel Group, mainly consisting of debitel AG, TALKLINE GmbH and _dug telecom ag. The seller is debitel (Netherlands) Holding BV, a holding company controlled by Permira funds. The supervisory board of freenet AG has approved the acquisition. As consideration for the acquisition of the debitel Group, freenet will issue 32 million new freenet shares (approx. 24.99 % after the capital increase) and a long-term EUR 132.5m interest-bearing loan note to the vendor. On a cash-free basis, the debitel Group will be acquired with financial liabilities in the amount of approx. EUR 1,135 million.

Completion of the transaction is subject to anti-trust approval by the German cartel authority (Bundeskartellamt) and establishment of the conditions necessary for listing the new shares. Permira has agreed to a lock-up for 100% of the new shares until the end of the Annual General Meeting 2008 and for 60% of the new shares until the end of the Annual General Meeting 2009, in any event not longer than 31st August 2009.

As a consequence of the transaction, freenet does not intend to pay a dividend in 2008.

(c) Press Release


Yahoo! / Maven Networks

Yahoo! today announced that it has acquired Maven Networks, Inc., a leading online video platform provider, to expand state-of-the-art consumer video and advertising experiences on Yahoo!.com and Yahoo!'s network of premium video publishers across the web. Under the terms of the agreement, Yahoo! acquired Maven Networks for approximately USD 160m.

Yahoo! and Maven will be able to offer publishers a full portfolio of technology and media solutions. Yahoo! already has the largest library of professionally produced legally licensed video content and has video advertising relationships with over 75% of the top TV advertisers. Additionally, Yahoo! has advertising relationships with a growing number of premium publishers including eBay, Comcast, Newspaper Consortium, Forbes.com and others. Maven's platform is currently used to manage, distribute and monetize premium online video content for over 30 major media companies, including Fox News, Sony BMG, CBS Sports, Hearst, Gannett, Scripps Networks, and the Financial Times as well as hundreds of their affiliates. Together they represent one of the most robust video platforms in the industry.

Yahoo! intends to invest in the growth of Maven's overall video business, continuing to provide premium publishers with both publishing and new advertising solutions. Yahoo! intends to expand on the Maven offering with video monetization services allowing publishers to take advantage of Yahoo!'s industry leading display sales force and advanced technologies for delivering consumers more relevant advertising experiences, both of which help them maximize their video advertising dollars.

With this acquisition, Yahoo! has established a Cambridge, MA presence and Maven has become a wholly-owned subsidiary of Yahoo!.

(c) Press Release


Netgem / Glowria

Netgem, the listed French interactive TV company, announced the acquisition of French VOD specialist Glowria in an all-share deal, daily Le Figaro reported.
Netgem will issue new shares at a price of EUR 3.50 per share, valuing Glowria at between EUR 17.7m and EUR 18.9m.
The shareholders of Glowria, including investors such as Mousse Partners, Credit Agricole Private Equity, and Natixis, will end up with a 14-14.6% stake in Netgem.

(c) Le Figaro


D&B / AllBusiness.com

D&B today announced that it has acquired AllBusiness.com, Inc. for approximately USD 55 million.
AllBusiness is an online media and e-commerce company that leverages its proprietary publishing platform and a broad range of content to help users run their small businesses.
The AllBusiness acquisition directly supports D&B's strategic stake of growing its Internet business. AllBusiness will enhance D&B's Internet capabilities while expanding its advertising-based revenue stream. In addition, the acquisition will provide a significant opportunity to market D&B's product offerings and quality business information to new and existing customers.
The company has an existing base of more than 2 million unique monthly visitors, and it monetizes its traffic through online display advertising by national advertisers. The AllBusiness acquisition also provides a platform to generate cross-selling opportunities for D&B products aimed at small business professionals, which is the key online market that D&B serves today.
Given the timing of this acquisition, AllBusiness will have no impact on D&B's 2007 financial guidance. AllBusiness is expected to generate approximately USD 10 million of incremental revenue for D&B in 2008. D&B will leverage its financially flexible business model to absorb the approximately USD 0.06 of dilution associated with the acquisition in 2008 without impacting its previously announced 2008 operating income or EPS outlook. The Company expects AllBusiness to be accretive to earnings in 2009.

(c) mergermarket.com