Global Traffic Network
Global Traffic Network Announces Additional Information with Regards to UK Acquisition Earn-Out
Monday 08 June 2009
FOR: Global Traffic Network, Inc.
CONTACTS: At KCSA Strategic Communications: At Global Traffic Network, Inc.:
Todd Fromer/ Marybeth Csaby Scott Cody, Chief Financial Officer,
212-896-1215/ 1236 Chief Operating Officer
tfromer@kcsa.com/ mcsaby@kcsa.com 212-896-1255
scott.cody@globaltrafficnet.com
Global Traffic Network Announces Additional Information with Regards to UK Acquisition Earn-Out
New York, NY, June 8, 2009 – Global Traffic Network, Inc. (Nasdaq: GNET), a leading provider of custom traffic and news reports to radio and television stations outside the U.S., today announced that UBC Media plc has made certain public announcements with regard to the status of contingent earn-out payments under the Company’s previous acquisition of UBC’s Commercial Division, since renamed Global Traffic (UK) Commercial Limited. Specifically, in a press release reporting its six month financial results, UBC announced that it has been in discussions with the Company regarding a potential early settlement of the earn-out arrangement. As discussed, the potential settlement would result in an up-front cash payment by the Company in lieu of all future earn-payments and would also result in UBC re-acquiring Global Traffic (UK) Commercial Limited’s sponsorship and radio marketing business.
William L. Yde III, the Company’s Chairman, President and Chief Executive Officer, commented, “Although there is no definitive agreement to settle the earn-out early, we have had discussions to do so. The radio traffic portion of UBC’s Commercial Division was the driving force behind the acquisition, with the sponsorship and radio marketing business being ancillary and not material to our long term plans and goals. Early settlement of the earn-out, should it occur, will be based on our belief that it will generate value for our shareholders and will be subject to our negotiation of a definitive agreement. There is no guarantee that discussions to date will lead to our execution on such an agreement.”
On March 1, 2009, the Company’s U.K. subsidiary acquired the share capital of The Unique Broadcasting Company for a closing date purchase price of £9 million (approximately $13.1 million at Closing) and three additional potential earn-out payments based on the financial performance of the acquired business during the 2009, 2010 and 2011 calendar years. For 2009, UBC will be entitled to £1 million if the acquired business generates 2009 revenue of at least £11.0 million, and will be entitled to additional payment amounts, up to a maximum of £5.5 million, based on a graduated schedule of 2009 revenue ranging from £11 million to £13.6 million. For 2010 and 2011, UBC will be entitled to receive 50% of the amount by which revenue from the acquired business exceeds £12 million or £12.5 million, respectively.
About Global Traffic Network, Inc.
Global Traffic Network, Inc. (Nasdaq: GNET) is a leading provider of custom traffic and news reports to radio and television stations outside the U.S. The Company operates the largest traffic and news network in Australia, operates eight traffic networks in Canada and has recently acquired the largest traffic network in the United Kingdom. In exchange for providing custom traffic and news reports, television and radio stations provide Global Traffic Network, Inc. with commercial airtime inventory that the Company sells to advertisers. As a result, radio and television stations incur no out-of -pocket costs when contracting to use Global Traffic Network, Inc.’s services. For more information, visit the Company’s website at www.globaltrafficnetwork.com
This press release contains statements that constitute forward-looking statements. These statements reflect our current views with respect to future events. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including those discussed under the heading “Risk Factors” and elsewhere in our annual report10-K that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements anticipated or implied by these forward-looking statements. These statements can be recognized by the use of words such as “may,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “ predict,” “potential,” “plan,” “is designed to,” “target” or the negative of these terms, and similar expressions. We do not undertake to revise any forward-looking statements to reflect future events or circumstances.