Framfab acquires Oyster and creates the largest interactive business in the UK

Framfab acquires London based full service company Oyster Partners with 130 permanent employees to create the largest interactive full service business in the UK market.

Framfab’s operational strategy, set at the start of 2004, is based upon both organic development and growth by acquisition. Mid 2004 we outlined our strategic intent in the Rights Issue prospectus and the Oyster transaction fulfils every criteria: Oyster has many blue chip clients; the business is profitable and in 2004 generated operating margins in excess of 13% on revenues of £10.2 million. The acquisition will create a substantial positive effect on Framfab’s operations. Oyster and Framfab have a similar market position and go-to-market strategy. The total upfront consideration is £12 million payable as £10 million in cash, and £2 million in newly issued Framfab shares. Additional consideration amounts will be paid in shares if the company meets the criterion defined in an earn-out scheme based upon business performance in years 2005 and 2006. The participating key management shareholders are committed to staying with the company for a significant period. Both companies have competed in the UK market for several years and respect each others success. The operations in Oyster and Framfab UK will be fully integrated following the acquisition, and as a result of the transaction Framfab; # will be the undisputed Number 1 full service digital business in the UK from an integrated marketing, transactional and information management perspective. # expects the Oyster acquisition to increase sales by 35-40% in 2005 at Group level. Oyster’s revenues for 2004 were £10.2 million with operating earnings of £ 1.2 million (including non-recurring costs of £ -0.2 million). # scales to more than 460 employees in total, with 200 located in the UK. # expects the acquisition to be earnings enhancing in 2005. From the second quarter 2006 the group will benefit from full effects of cost synergies in the region of £0.8-£1.0 million. These synergies are primarily attributable to savings against back-office functions and lease obligations. # adds new clients to the UK client list including Abbey, ABN Amro, BT, Epson, NHS, Thomas Cook, and many more with significant revenues and, in many cases, long term relationships spanning multiple projects over a variety of service offerings. Steve Callaghan, CEO of Framfab says, “This acquisition brings together the finest talent in our industry in the London marketplace, with the added benefit that both management teams have known, respected, and competed with each other for many years. The quality of work delivered by our combined colleagues is behind the successes of both businesses, and together, the teams will be even better positioned to develop skills and extend capabilities. We are all very excited by the opportunity to both offer Oyster clients a more international platform from which to deliver business value with the support of local on the ground resources across multiple countries, and to offer colleagues the opportunity to work in an international, dynamic, challenging and fun business where their contribution is acknowledged and valued.” The integrated UK business will be run by a combination of each business’s management at every level. Luke Taylor, Oyster’s CEO, will be the Managing Director of the combined UK business with immediate effect. Luke Taylor, CEO of Oyster, adds “This transaction provides our clients and colleagues with additional depths of skills and capacity, particularly best in class creative and a wider range of specialist delivery skills. This deal is about growth and the consolidation of our leadership position. We do not plan any head count reduction across any of our service lines. The combination creates the definitive market leader in the UK and enables us to more cost effectively service clients across Europe through more intelligent use of local resource on an economically competitive basis. Additionally the transaction delivers significant balance sheet stability and will help us qualify for some of the larger opportunities in the marketplace today.” The combination extends Framfab’s industry focus in the UK to include Financial Services, Consumer Packaged Goods, Healthcare, Pharmaceutical, Telecommunications, Retail, Travel & Transportation, and Professional Services business sectors. January-December 2004 financials in short (SEK million) Framfab Oyster Net revenue 325.8 130.2 Operating earnings 13.6 15.4 Profit after fin items 17.2 15.4 Stockholders equity 278.9 50.5 Employees at year end 327* 110* * No. of employees per March 31, 2005, was 334 respectively 119 persons. Should they be required with regard to cash for working capital purposes, credit facilities have been arranged in both Sweden and in the UK. Background of Oyster Since the inception in 1995, Oyster has transformed itself from high-end website design and build operator to a sophisticated interactive agency offering the complete range of marketing-led and ROI driven products and services, receiving a multitude of awards and winning significant blue-chip clients. The company is the UK’s largest privately owned independent interactive agency. Most of Oyster’s clients are large international companies with a strong European footprint. For more information, please visit www.oyster.com. Oyster was advised by LongAcre Partners, a leading corporate finance advisor to the media sector.