UpSNAP to Merge with Mobile Greetings
August 15 2007 - 6:00AM
Business Wire
UpSNAP (NASDAQ: UPSN.OB) announced�its entry into�a definitive
agreement to merge with Mobile Greetings, Inc. Mobile Greetings is
a private corporation based in Walnut Creek, California that has
created a mobile distribution platform for the automated delivery
of rich media services to mobile handsets. The merger of UpSNAP and
Mobile Greetings will allow the combined company to deliver
services to all mobile subscribers, regardless of their carrier or
phone type. For the first time, the combined company can offer the
consumer the richest experience possible, and gives advertisers the
potential to reach everyone with a mobile phone with one integrated
offering. The combined company will have the opportunity to enter
into new growth markets for content and advertising driven
services, and should become better positioned to take advantage of
the trend towards direct-to-consumer advertising based services.
"Our media customers are calling for integrated mobile solutions
that enable them to offer content and advertising direct to any
mobile user," said Tony Philipp, Chairman and CEO of UpSNAP. By
combining our best of breed voice services, with the innovative
mobile platform provided by Mobile Greetings, we intend to provide
a powerful set of services to any mobile user. This will allow us
to extend our advertising supported free offerings and search
platform, which may now include music, news, and sports content as
well as rich media content.� Jacob Litke, Chief Executive Officer
of Mobile Greetings said: "At Mobile Greetings we have a great
track record of delivering a compelling user experience to the
millions of people who have downloaded our mobile products. Our
merger with UpSNAP will add valuable new revenue streams, and allow
us to offer a complete suite of services to all mobile consumers,
regardless of carrier or handset type.� The combined company, for
the quarter ended June 30, 2007 would have generated unaudited
pro-forma revenues of approximately $946,000, a 45% growth rate
over the unaudited pro-forma revenues for the prior quarter ended
March 31, 2007. UpSNAP has retained a placement agent to conduct a
private placement of $3 million of UpSNAP securities. The placement
proceeds would be used for working capital of the combined company,
certain Mobile Greetings obligations and transaction expenses.
Under terms of the merger agreement, which has been approved by
both boards of directors, Mobile Greetings shareholders will
receive shares equal to 50% of the common stock of the combined
company on a fully diluted basis including shares underlying a $2.2
million convertible note being issued as part of the merger
consideration, without giving effect to the private placement.
About UpSNAP Inc. UpSNAP, Inc. (NASDAQ: UPSN.OB) is the leader in
mobile search and live mobile audio entertainment. With a rich
library of branded multimedia content and true mobile search
technology, UpSNAP effectively delivers compelling mobile content
to consumers, including text and audio content from major
entertainment companies in sports, news, music, and information.
UpSNAP offers both branded and white-label services that can be
licensed by wireless carriers, service providers, and content
providers who wish to incorporate text and streaming audio
capabilities into their existing product and service offerings.
Visit www.upsnap.com for more information. About Mobile Greetings
Inc. Mobile Greetings, Inc. founded in 2002, is a premier creator
and publisher of mobile products and services. A sophisticated
proprietary technology platform allows the creation of the most
visually vivid and interactive applications in the mobile industry.
Mobile Greetings partners with the largest media brands to deliver
compelling rich media content direct to consumers. Further
Information The merger is subject to customary closing conditions,
including approval by Mobile Greetings shareholders and closing of
the proposed private financing, and is expected to close in late
September 2007. Nothing in this press release shall constitute an
offering of the securities in the placement. The placement will be
qualified persons who meet the offering criteria for participation
in a placement of securities not registered under the Securities
Act of 1933. UpSNAP has filed a Form 8-K with the SEC describing
the merger transaction and including a copy of the merger
agreement. The Form 8-K is available on the UpSNAP website
http://www.upsnap.com or on the SEC Internet website at
http://www.sec.gov.