Notabene.net A/S Acquires Swedish Altus AB

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Notabene.net A/S has concluded a qualified purchase agreement for the total share capital in the SEO company, Altus AB, (http://www.altusab.se) situated in Kalmar, Sweden.

Notabene.net A/S has concluded a qualified purchase agreement for the total share capital in the SEO company, Altus AB, (http://www.altusab.se) situated in Kalmar, Sweden.

The purchase agreement is subject to a satisfactory result of a financial and legal due diligence report expected to be completed on 08 August 2006, enabling the deal to be finally concluded and approved by the board of the company during Week 33.

Motive and synergy effects

Specializing in SEO (Search Engine Optimization), Altus AB provides search services to more than 2,000 customers on a daily basis.

AltusAB was established in 2003 employing at that time a staff of 4 persons. Since then the company has grown, employing at present a staff of 25 persons at the headquarters in Kalmar and at the sales department in Halmstad. In 2005, Altus AB generated a turnover of SEK 10 million and profits before adjusting for accruals in the amount of SEK 1.7 million.

In the opinion of the management, the acquisition of Altus AB creates a strong foundation for accomplishing the company’s strategy to be become a Scandinavian player in the market for online marketing. In addition, the acquisition also makes Notabene.net a forceful player in the Swedish market in the field of search engine marketing.

At the time of writing, Altus AB is a purely Swedish SEO Company (Search Engine Optimization). Among exclusively SEO companies, Altus AB is the largest but one in Sweden in terms of turnover. In the opinion of the company, there is a potential market for selling other products to Altus’ 2,000 customers, including PPC advertising (pay per click) plus the company’s other products.

Effects of the acquisition

At present Altus AB employs a staff of 25 persons, generating in 2005 a turnover of SEK 10 million and profits before adjusting for accruals in the amount of SEK 1.7 million and SEK 800,000 after adjusting for accruals.

Altus AB provides services on a daily basis to more than 2,000 customers, e.g. to Ikanobank, Swedish Chamber of Commerce, Statoil, Wasakredit (credit institution) and several others. Moreover, Altus AB provides services to customers outside Sweden and provides websites translated into total 9 different languages.

Furthermore, the company has designed its own software system for the administration of optimization campaigns, handling of sales, administration, customer information and history, etc.

In addition, the company has been revised by Tidningsstatistik AB (http://www.ts.se), where Altus AB’s products, flow of work, routines, reporting system, invoicing system, agreements, etc. have been revised and approved by Tidningsstatistik AB.

As the management envisages several benefits generated by large-scale operations and market potentials within the company, it is expected that the acquisition will contribute to the turnover by an amount in the range of SEK 12-17 million in the financial year 2006/2007.

In connection with the acquisition, John-Christian Eriksson resigns from his post as the managing director, CEO, of Altus AB as at 01 October 2006. The company has planned to, during the current financial year, appoint a Swedish country manager to manage the company’s Swedish activities.

Notabene.net’s present company and representation in Sweden, at present providing services to 200 customers, will soonest practicable be merged into Altus AB, and upon that occasion, the office in Lund will be wound up.

Purchase price

The purchase price has been agreed at SEK 7,000,000.00, add to this an earn-out of SEK 4,000,000, which becomes payable if Altus AB during the period from 01.07.2006 to 30.06.2007 generates profits in the amount of SEK 2.5 million before taxation. The total purchase price is to be paid in cash and in newly issued shares, respectively, in Notabene.net A/S.

The newly issued shares will be subject to lock-up, i.e. 1/3 can be sold during the period from 01.09.2006 to 30.06.2007, 1/3 during the period from 01.07.2007 to 30.06.2008 and 1/3 during the period from 01.07.2008 to 30.06.2009; from this time on the shares can be freely negotiated.

The acquisition of Altus AB is the company’s third acquisition since being listed in First North on 18 May 2006. In prospectus dated the 3rd May 2006, an expected growth in the company was estimated at 50-70% for the coming financial year. In the opinion of the management, this growth rate is still within reach.

With kind regards,

Brian Mertz Pedersen

Managing Director, CEO

Read more and download the press release here

For further information, please contact:

Notabene.net A/S     Horwath Revisorerne(approvedadvisors)

Nørre Voldgade 82     Strandvejen 58

DK-1358 Copenhagen K DK-2900 Hellerup    

Brian Mertz Pedersen    Søren Jonassen

Managing Director, CEO State Authorised Public Accountant

Tel.:+45 70 27 80 89    Tel.: +45 39 29 25 00

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Rasmus Sørensen
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