CBS / Last.fm

CBS, the New York listed media company, announced it has acquired Last.fm, the UK online radio company, for USD 280m. CBS purchased the property which is one of the largest social platforms online for USD 280m in cash. Last.fm currently has more than 15 million active users in more than 200 countries. This acquisition follows a number of CBS Interactive announcements including the purchase of Wallstrip.com, investments in Joost and Spot Runner and the recent expansion of the CBS Audience Network to include a total of 25 online partners.

As part of the acquisition, the Last.fm team, including founders Felix Miller, Martin Stiksel and Richard Jones, will continue to independently run the online network. The Last.fm management team will work with all relevant CBS divisions to apply their community-building and technology expertise to extend CBS businesses online and within the mobile space.

Founded in 2002, Last.fm creates communities around music by bringing together listeners, artists and music. Through its unique "scrobbling" technology and social recommendation engine, Last.fm builds a comprehensive profile of each user's musical taste and leverages each user's song list to make highly personalized recommendations, connect users who share similar tastes, provide custom radio streams and other music related community features. In addition, the site has an "Events" listing that can recommend over 200,000 festival and music events globally. Last.fm has a sizable global footprint spanning more than 200 countries with the largest concentration of users in the United States, Britain, Germany, Poland, Brazil, and Japan. Last.fm's large and growing user base is predominately young, engaged and very involved on the site.

(C) Company Press Release

ThirdForce / MindLeaders.com

ThirdForce has entered into a conditional agreement pursuant to which MindLeaders.com, Inc., an e-learning business, will be merged with and into a wholly owned subsidiary of the Company for a total consideration of USD 18m, to be satisfied as to USD 9m in cash and as to USD 9m by the issue of new ordinary shares in the Company.
ThirdForce also intends to raise up to EUR 13.0m, before expenses, through a share placing at a price per share of EUR 0.19. The proceeds of the Placing will be utilised by the Company to satisfy the cash element of the consideration, to contribute towards the discharge of costs associated with the proposed transactions and to provide working capital to fund the growth plans of the enlarged group.
The Merger of MindLeaders into the group will take place by way of a merger agreement. Under the terms of the Merger the vendors will receive 85% of the consideration on closing, comprising of ordinary shares in ThirdForce to a value of USD 7.65m valued at the placing price of EUR 0.19 per share and cash of USD 7.65m.
The remaining 15% of the consideration, comprising further ThirdForce ordinary shares at the placing price to a value of USD 1.35m and cash of USD 1.35m, will be deferred consideration payable 21 months after the closing of the transaction if no warranty claims under the merger agreement have been filed by or settled in favour of the Company.
The Merger will be conditional upon inter alia the Placing and the admission of the merger shares and placing shares to trading on AIM, a market operated by the London Stock Exchange and IEX, a market operated by the Irish Stock Exchange.

(c) Stock Exchange Announcement

Microsoft / aQuantive

Microsoft, the listed Washington software company, acquired aQuantive, the listed Washington company, for USD 66.50 per share in an all-cash transaction valued at USD 6bn.
Founded in 1997, aQuantive is the parent company of one of the industry's most successful families of digital marketing service and technology companies, encompassing three primary brands. Atlas provides a set of advanced tools for both advertisers and publishers. The Atlas Media Console is an industry-leading toolset providing agencies and advertisers with capabilities to maximize ROI. The Atlas Publisher platform enables publishers to maximize monetization opportunities for their content.
DRIVEpm provides services to publishers and advertisers that match advertiser campaigns with publisher inventory enabling all parties to maximize ROI.
Avenue A | Razorfish is one of the largest interactive ad agencies in the world, providing advertisers with industry-leading digital marketing consultation, media planning and buying, and creative services that help advertisers use the online channel to build meaningful, profitable relationships with their customers.
The deal is expected to be completed in the first half of Microsoft's fiscal year 2008. The acquisition is not expected to have a significant impact on the financial guidance previously issued by the company.
aQuantive, which has approximately 2600 employees, will continue to operate from its Seattle headquarters as part of Microsoft's Online Services Business. The combination of Microsoft and aQuantive takes the Company's advertising platform to the next level in its ability to serve Microsoft's first party audience assets like MSN, Windows Live, Xbox Live, and Office Live, as well as for third party publishers and applications such as Facebook and Activision game titles.

(c) Company Press Release

Pearson / eCollege

Pearson, the international education and information company, today announced it has agreed to acquire eCollege, a leader in the fast-growing US online distance learning market.

The net cost to Pearson is USD 477m, consisting of a consideration of USD 538m (USD 22.45 per share) less USD 41m of proceeds from the agreed sale of eCollege's Datamark division and approximately USD 20m of net cash on eCollege's balance sheet.
The transaction has been approved by eCollege's Board of Directors and is subject to approval by its shareholders.

eCollege, founded in 1996, works with its partner educational institutions to design, build and support online degree, certificate, diploma and professional development programs. It provides a full range of on-demand software services including course management, virtual campuses, and assessment, reporting and retention monitoring tools. The company also provides a suite of support services which include hosting, help desk, course development, technical consulting, instructional design and faculty training. eCollege supports approximately 180 institutions and its customers include some of America's leading university and career colleges including DeVry University, Kaplan University, Laureate, Texas A&M University at Commerce and Eastern Michigan University.

In 2006, student enrollments in its online courses were approximately 1.2 million. It has played a particular role in helping educational institutions broaden access to post-secondary education for students who may be unable to attend full-time. From 2002 to 2006, the number of students taking online postsecondary qualifications with US institutions grew at a compound annual rate of more than 30% (source: Eduventures).

This acquisition extends Pearson's position as the world's leading education company and supports its goals of building its digital and international education businesses.

Pearson expects the acquisition to strengthen both its own education business and eCollege in three major areas: Pearson and eCollege share many customers in the higher education market. Together the two companies expect to provide customers with additional value and choice, and a full range of services across content, curriculum development, formative assessment and homework technologies and outsourced solutions. Pearson's publishing divisions will continue to work with third party commercial and open source course management providers, and eCollege will continue to work with third party publishers; Pearson's scale and reach will enable eCollege to serve new customers in school, post-secondary education and professional/ vocational markets, both in the US and around the world.

In 2006, eCollege generated sales of USD 52m and operating profit of USD 22m before central costs (and excluding the Datamark division). From 2003 to 2006, sales grew at a compound annual rate of 22%. Pearson expects the acquisition to be broadly neutral to adjusted earnings per share in 2008, its first full year, and to enhance adjusted EPS and generate a return above Pearson's cost of capital from 2009.

The transaction is expected to close in the third quarter of 2007. It includes an agreement to sell the Datamark student enrollment business to a group of investors led by Oakleigh Thorne, eCollege's chairman and CEO. Matthew Schnittman, President of eCollege's eLearning division, will join Pearson and continue to lead the company. It will operate as a separate unit from Pearson's textbook publishing companies and will retain its offices in Denver, Colorado.

Internet Commerce / EasyLink Services

Internet Commerce (ICC) and EasyLink Services, the listed technology companies, today announced they have agreed ICC will acquire EasyLink for USD 5.80 per share.
The deal has an aggregate transaction value of USD 67m. The acquisition is expected to be completed in the third quarter of 2007, subject to customary closing conditions and regulatory approvals, as well as stockholder approval from both companies.

Georgia-based ICC's acquisition of New Jersey-based EasyLink brings together two market leaders with a shared vision for helping organizations of all sizes improve the flow and exchange of essential data and business documents. By combining forces, ICC creates an entity that brings to market an unrivaled portfolio of offerings, accelerates growth in core network services, gives greater presence in international markets, expands penetration in key industry verticals and extends into new product segments.

(c) Company Press Release