CGI Holding Corporation Signs Letters of Intent to Acquire Vintacom, a Leading Online Dating Company, and Real Estate School Online, a Leading Provider of Online Education.NORTHBROOK, Ill. -- Accretive acquisitions will broaden company's existing online dating and affiliate marketing Affiliate marketing is a method of promoting web businesses (merchants/advertisers) in which an affiliate (publisher) is rewarded for every visitor, subscriber, customer, and/or sale provided through his/her efforts. presence, plus launch CGI's entry into online education CGI CGI in full Common Gateway Interface. Specification by which a Web server passes data between itself and an application program. Typically, a Web user will make a request of the Web server, which in turn passes the request to a CGI application program. Holding Corporation, which plans to seek shareholder approval to change its name to Think Partnership Inc. (AMEX AMEX See: American Stock Exchange : THK THK Thick THK Thickness THK Türk Hava Kurumu THK Turk Hava Kuvvetleri (Turkish Air Force) THK Thunk Layer ) ("Company"), today announced that the Company has entered into two letters of intent to merge, through two wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , with privately held Vintacom Media Group Inc. ("Vintacom") and Real Estate School Online Inc. ("Real Estate School Online"). The Company expects to pay an aggregate of $4.95 million in cash and $4.95 million in stock to acquire the two companies. The shareholders of Vintacom and Real Estate School Online will also be entitled to certain earnout/lookback payments if the pre-tax earnings of the companies exceed specified targets during the first twelve full calendar quarters following the closings. The Company expects the two acquisitions to add a total of $3.2 million dollars to its pre-tax income annually, and to be immediately accretive to earnings. Located in Edmonton, Alberta Canada, Vintacom has been a worldwide leader in online dating since its inception in 1999. Vintacom operates several successful dating properties including DreamMates.com, SingleMe.com, and PassionatePersonals.com, and is also a leading provider of online dating technologies. Through The Relationship Exchange (www.RelationshipExchange.com), Vintacom's innovative network of affiliated dating sites, independent publishers enjoy one of the Internet's largest databases of personal ads as well as world-class online dating technology and services. Brad Hogg For the baseball player, see . George Bradley Hogg (born February 6, 1971 in Narrogin, Western Australia), known as Brad Hogg, is an Australian cricketer. He is primarily a left arm chinaman bowler, although he is a handy left-handed batsman as well and is an , the president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Vintacom, will continue to lead the business after the closing. Real Estate School Online is based in Miami, Fla., and is a leading provider of online education products and services specializing in delivering fully accredited accredited recognition by an appropriate authority that the performance of a particular institution has satisfied a prestated set of criteria. accredited herds cattle herds which have achieved a low level of reactors to, e.g. real estate licensing and continuing education continuing education: see adult education. continuing education or adult education Any form of learning provided for adults. In the U.S. the University of Wisconsin was the first academic institution to offer such programs (1904). courses. Already an industry leader in Florida, Real Estate School Online has begun expanding its services to other states. Perry Johannesburg, the President and CEO of Real Estate School Online, will continue to lead the business after the closing. The closing of both the proposed transactions are subject to the satisfaction of a number of conditions, including the completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , the completion of audits, the execution of mutually acceptable definitive documentation, Board of Director approvals, and other customary conditions. Gerard M. Jacobs, the Company's CEO, stated, "Think Partnership is excited to announce our entrance into online education and a significant expansion of our online dating presence, which are two of our major goals for 2005. Brad Hogg and Perry Johannesburg will be strong new partners within our organization, and we expect their leadership and vision to continue to be driving forces behind the continued growth of their businesses and Think Partnership." Scott Mitchell Scott Mitchell may refer to:
Brad Hogg, the CEO of Vintacom, stated, "Think Partnership's vision of a decentralized de·cen·tral·ize v. de·cen·tral·ized, de·cen·tral·iz·ing, de·cen·tral·iz·es v.tr. 1. To distribute the administrative functions or powers of (a central authority) among several local authorities. , collaborative partnership of profitable, entrepreneur-driven online companies is very consistent with the corporate culture which has allowed Vintacom to grow into one of the worldwide leaders in online dating. We see great potential for immediate synergy between ourselves, Cherish, WebSourced, PrimaryAds and KowaBunga. Think Partnership is emerging as a dynamic online leader and we want to be part of it." S. Patrick Martin Patrick Martin may refer to:
Perry Johannesburg, the CEO of Real Estate School Online, said, "Real Estate School Online is nicely profitable and experiencing very rapid growth, and received very attractive purchase offers. In the final analysis, we concluded that Think Partnership's leadership is superior and that its stock has tremendous upside. Real Estate School Online is going to have a national presence in online education over the next few years, and we are going to be a significant factor in Think Partnership's future." The Company has begun doing business under the name "Think Partnership Inc." and will seek formal shareholder approval to change its legal name to Think Partnership Inc. The Company is based in Northbrook, Ill. (see www.cgiholding.com) and currently has seven subsidiaries: WebSourced, Inc., Morrisville, N.C., a leader in search engine optimization Designing a Web site so that search engines easily find the pages and index them. The goal is to have your page be in the top 10 results of a search. Optimization includes the choice of words used in the text paragraphs and the placement of those words on the page, both visible and hidden and pay-per-click campaign management (see www.websourced.com and www.keywordranking.com); MarketSmart Advertising, Inc., Rightstuff, Inc. d/b/a Bright Idea Studios, and Checkup check·up n. 1. An examination or inspection. 2. A general physical examination. checkup See Yearly checkup. Marketing, Inc., Raleigh, N.C., providing world-class off-line advertising, public relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most , marketing, branding and shopping evaluation services (see www.marketsmart.net, www.brightideastudios.com and www.checkupmarketing.com); Cherish, Inc., Clearwater, Fla., a leading online dating company (see www.cherish.com); Ozona Online Network, Inc., Clearwater, Fla., providing a comprehensive scope of online services including start to finish web design, custom web based Coming from a Web server. See Web application. applications, database systems, managed and shared hosting solutions, e-commerce, and high-speed business Internet access See how to access the Internet. (see www.ozline.net); and KowaBunga! Marketing, Inc., Westland, Mich., providing Internet marketing See Internet advertising. software technologies, including software for affiliate marketing, search engine marketing and opt-in email marketing (see www.kowabunga.com). The Company has also entered into an agreement to merge with privately-held Meandaur, Inc. d/b/a Proceed Interactive, a full service marketing and communications agency with a core competency in search marketing, which has offices in Chicago, Ill., Dallas, Texas and Los Angeles, Calif. (see www.proceedinteractive.com); and has signed letters of intent to acquire PrimaryAds Inc., North Plainfield, NJ, a leading provider of affiliate marketing services that connects website publishers with online advertisers (see www.PrimaryAds.com); Vintacom Media Group Inc., Edmonton, Alberta Canada, a leading online dating company (see www.Vintacom.com); and Real Estate School Online Inc., Miami, FL, a leader in online education (see www.RealEstateSchoolOnline.com). Statements made in this press release that express the Company's or management's intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. The words "believe", "expect", "intend", "estimate", "anticipate", "will" and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company's actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. For a discussion of these risks, see the Company's report on Form 10-KSB for the year ended December 31, 2004 under the section headed "Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations - Risk Factors." The Company cannot guarantee future financial results, levels of activity, performance or achievements; and investors should not place undue reliance on the Company's forward-looking statements. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. |
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