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National Coverage of 59 Cities and
Leading Market Share in Chinese
Advertising Industry
· Extensive Advertising Network
Across Multiple Media Platforms
· Highly Diversified Advertising
Base with Local, National and International
Clients
· Profitable and Scalable Revenue
Model with Low Capex Requirements
· Proven History of Organic and
Acquisitive Growth
· Strong Management Team
Los Angeles, CA — April 1, 2009 — Ideation Acquisition Corp. (“Ideation” or
the “Company”) (NYSE AMEX: IDI) and SearchMedia International Limited (“SearchMedia”)
announced today that they have entered into an agreement and plan of merger,
conversion and share exchange (“Share Exchange Agreement”). Pursuant to the
Share Exchange Agreement, following receipt of stockholder approval by Ideation,
Ideation will complete a corporate reorganization that will result in a redomestication
of Ideation into a Cayman Islands exempted company (“Ideation Cayman”), after
which the holders of SearchMedia’s shares, warrants, options and restricted
shares will exchange the outstanding securities of SearchMedia held by them
for ordinary shares, warrants, options and restricted shares, respectively,
of Ideation Cayman.
Following the completion of the merger, SearchMedia’s current management team
will remain in place with Crystal Liu, Garbo Lee and Jennifer Huang, the current
Chairman, President and CFO of SearchMedia, respectively, slated to become the
Chairman, President and CFO of the combined company.
“SearchMedia has built a strong market position in China’s fast-growing outdoor
advertising market and is well positioned to continue its impressive growth
trend,” stated Dr. Phillip Frost, Chairman of Ideation Acquisition Corp.
“Under the leadership of SearchMedia’s seasoned management team, we are confident
of continued expansion of their well established position in the marketplace,”
said Robert Fried, President and CEO of Ideation. “This is a very impressive
company operating in a time-tested, proven space.”
About SearchMedia
SearchMedia is a leading nationwide multi-platform media company in China. It
is one of the largest integrated operators of outdoor billboard and in-elevator
advertising networks in China. SearchMedia ranked first in market share of in-elevator
advertising displays in 13 out of the 26 most affluent cities in China and ranked
second in an additional nine of these cities, according to a leading international
research company in China. SearchMedia’s core outdoor billboard and in-elevator
portfolios are complemented by its subway advertising platform, which together,
create an attractive multi-platform “one-stop shop” service for its local, national
and international advertising clients that numbered more than 700 cumulatively
since its inception.
SearchMedia currently
owns and operates a network of over
1,500 high-impact billboards with
over 500,000 square feet of surface
area and one of China’s largest
networks of in-elevator advertisement
panels consisting of over 180,000
frames in 59 cities around China.
Additionally, SearchMedia operates
a network of over 1,200 large-format
light boxes in concourses of eight
major subway lines in Shanghai.
According to the Metro Authority
of Shanghai, in 2008, these subway
lines carried an aggregate average
daily traffic of approximately three
million commuters.
“We are very excited about the combination of SearchMedia with Ideation,” said
Crystal Liu, Chairman of SearchMedia. “We believe Ideation is an ideal partner
for us because of Ideation’s strong capital markets experience, media industry
focus, and its management team’s successful track record in executing M&A
consolidation strategies.”
SearchMedia
Historical and Projected Financials
$
in US millions |
2007 |
1H08 |
2008E |
2009E |
Revenue |
$7.8 |
$31.3 |
$88.2 |
$127.8 |
EBITDA |
$2.9 |
$9.5 |
$30.2 |
$49.0 |
GAAP
Net Income (1) |
$1.6 |
$4.3 |
$15.3 |
$29.7 |
(1) GAAP Net
Income adjusted for one time charges.
2H08 Expected Annualized Net Income
of $21.9 million.
Summary
of the Transaction
Under
the terms of the Share Exchange
Agreement, Ideation will issue to
SearchMedia shareholders 8,578,215
million ordinary Ideation Cayman
shares, representing approximately
41% of the ordinary shares of the
combined company, in exchange for
all outstanding SearchMedia common
shares. On a fully diluted basis,
SearchMedia will own 44% of the
combined company. Additionally,
SearchMedia warrants, options and
restricted shares will be exchanged
for new Ideation Cayman warrants,
options and restricted shares.
Based on Ideation
common shares, warrants and options
on a treasury method basis, and
a conversion value of $7.8815 per
share, the equity value of the transaction
at closing is approximately $176.7
million.
In
addition, SearchMedia shareholders
and restricted holders will be entitled
to receive a potential earnout payment
of up to 10,150,352 additional shares
of common stock of Ideation Cayman
as follows:
Achieved
2009 US GAAP Net Income(1) |
Total
Additional Ordinary Shares |
Less
than $25.7 million |
None |
Between
$25.7 million — $38.4
million |
Between
0 and 10.2 million |
Greater
than $38.4 million |
10.2
million |
(1)
Adjusted for extraordinary items
and other expense.
Additionally, to the extent SearchMedia fails to earn the maximum number of
potential earn-out shares based on achieved 2009 GAAP Net Income, SearchMedia
can earn the remainder of the earn-out shares, up to a total of 10,150,352 million,
if SearchMedia’s stock price closes above $11.82 for 30 consecutive trading
days prior to April 15, 2010.
The implied transaction valuation (including the maximum potential earnout)
yields an attractive 2009 P/E multiple of 6.7x on a fully diluted basis. As
of March 27, 2009, the projected 2009 P/E multiples for comparable companies
were between 9.7x and 14.8x with a mean multiple of 12.9x.
The transaction is subject to customary closing conditions, completion of all
necessary documentation and approval of the shareholders of Ideation Acquisition
Corp.
Following the completion of the transaction, Ideation Cayman’s board will consist
of nine members, five designated by SearchMedia and four designated by certain
shareholders of Ideation. At least three of the SearchMedia shareholder designees
and two of the Ideation shareholder designees will be independent.
The Frost Group, LLC, an affiliate of Ideation, has committed up to $18.25 million
to support the transaction through open market or privately negotiated purchases
of publicly held Ideation common shares.
Oppenheimer & Co. Inc. acted as exclusive financial advisor and Akerman
Senterfitt acted as legal counsel to Ideation. Latham & Watkins acted as
legal counsel to SearchMedia.
About
Ideation Acquisition Corp.
Ideation is a publicly traded special purpose acquisition corporation, or SPAC,
formed to acquire one or more businesses with a focus on the media sector. As
of December 31, 2008, Ideation had in its trust account approximately US$78.8
million (including deferred underwriting fees of US$2.7 million) from the proceeds
raised through its initial public offering in November 2007 and interest thereon.
As of December 31, 2008, the amount per share available upon liquidation of
the trust was approximately US$7.8815. Ideation has been pursuing acquisition
opportunities since the closing of the offering. Ideation is headquartered in
Wilmington, Delaware.
Conference
Call information
Ideation and SearchMedia will host a conference call on Thursday, April 2, 2009
at 8:30 a.m. Eastern daylight time to discuss the share exchange with SearchMedia.
Live audio of the conference call will be available by dialing (800) 348-6630
(United States) or (706) 679-7451 (International) and by referencing Conference
Code: 93328223. A phone replay will be available until April 16, 2009 at midnight
Eastern daylight time by dialing (800) 642-1687 (United States) or (706) 645-9291
(International) and by referencing Conference Code: 93328223.
Contact:
Robert N. FriedPresident and Chief
Executive Officer of Ideation(310)
694-8150
Forward-looking
statements
Any statements contained in this press release that do not describe historical
facts may constitute forward-looking statements as that term is defined by the
United States Private Securities Litigation Reform Act of 1995. Any such forward-looking
statements contained herein are based on current expectations, but are subject
to a number of risks and uncertainties that may cause actual results to differ
materially from expectations such as material adverse events affecting Ideation
and SearchMedia, their ability to complete a business combination and those
other risks and uncertainties detailed in Ideation’s filings with the Securities
and Exchange Commission. Ideation and SearchMedia caution readers not to place
undue reliance upon any forward-looking statements, which speak only as of the
date made. Ideation and SearchMedia do not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any forward-looking
statement to reflect any change in their expectations or any change in events,
conditions or circumstances on which any such statement is based.
Participation
in Solicitation/Additional Information
Ideation,
SearchMedia and their respective
directors, executive officers, affiliates
and other persons may be deemed
to be participants in the solicitation
of proxies in respect of the proposed
transaction. Information regarding
Ideation’s directors and executive
officers is available in its Annual
Report on Form 10-K for the year
ended December 31, 2008, which was
filed with the SEC on March 20,
2009, and information regarding
SearchMedia’s directors and executive
officers is available in Ideation’s
and ID Arizona Corp.’s preliminary
Proxy Statement/Prospectus, which
was filed with the SEC on March
31, 2009, and can be found on the
SEC website at www.sec.gov under
the registrant name “ID Arizona
Corp.” Other information regarding
the participants in the proxy solicitation
and a description of their direct
and indirect interests, by security
holdings or otherwise, is contained
in the preliminary Proxy Statement/Prospectus
and other relevant materials to
be filed with the SEC when they
become available.
Disclaimer
This press release
shall not constitute an offer to
sell or a solicitation of an offer
to buy the securities of Ideation,
SearchMedia, or either of their
affiliates or the securities of
either companies’ affiliates, nor
shall there be any sale of any such
securities in any state or jurisdiction
in which such offer, solicitation,
or sale would be unlawful prior
to registration or qualification
under the securities laws of such
state or jurisdiction.
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