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Catuity Acquires Profitable Australian Loyalty Processor.


DETROIT & MELBOURNE, Australia -- Deal Establishes Growth Platform for Australian Markets; Company Plans Capital Raise to Support A$5.5 Million Deal In Next Step Of Turnaround; Directors Pledge At Least A$550,000 Of New Capital

Catuity, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:CTTY CTTY Control Teletype
CTTY Console Teletype
)(ASX ASX

See: Australian Stock Exchange
:CAT), a provider of POS-focused solutions, including loyalty and gift card, today announced the signing of a definitive purchase agreement to acquire Loyalty Magic Pty Ltd PTY LTD Propriety Limited (company structure in Australia) ., adding a profitable growth platform to its existing U.S. business.

The company will acquire all the outstanding shares of Loyalty Magic for A$5.5 million (or USD USD

In currencies, this is the abbreviation for the U.S. Dollar.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 $4.35 million). Of the total consideration, 35% will be issued in new shares and Loyalty Magic's management team and the company's sole institutional investor Institutional Investor

A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions.
 will hold the majority.

The combined company will have a 40-person team serving existing customers in Australia, New Zealand New Zealand (zē`lənd), island country (2005 est. pop. 4,035,000), 104,454 sq mi (270,534 sq km), in the S Pacific Ocean, over 1,000 mi (1,600 km) SE of Australia. The capital is Wellington; the largest city and leading port is Auckland. , and North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. .

The transaction, which is subject to shareholder and other customary approvals, is expected to close following Catuity's Annual General Meeting in late May. Melbourne will become the operational center in Australia. Catuity's corporate headquarters remains in Detroit, Michigan “Detroit” redirects here. For other uses, see Detroit (disambiguation).
Detroit (IPA: [dɪˈtʰɹɔɪt]) (French: Détroit, meaning strait
.

"Loyalty Magic has established itself as a vital part of the customer acquisition and retention strategies of some of Australia's best known retail brands through membership programs," said John Racine, President & 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 Catuity Inc. "They manage programs which affect two million consumers, nearly one in 10 Australian households. Loyalty Magic has established a strong track record as a loyalty processor offering similar services to the same types of retailers that we are focused on in the North American North American

named after North America.


North American blastomycosis
see North American blastomycosis.

North American cattle tick
see boophilusannulatus.
 market."

Loyalty Magic, which was founded in 1995, delivers loyalty programs for their customers by either hosting or licensing their software. Some of their well-known customers include retailers Amcal, API, ABC ABC
 in full American Broadcasting Co.

Major U.S. television network. It began when the expanding national radio network NBC split into the separate Red and Blue networks in 1928.
 Shops, Jigsaw Clothing and Jamaica Blue as well as leaders in the gaming and leisure sector: Tabcorp., Sky City Entertainment Group and Panthers Entertainment Group.

"Joining with Catuity gives us a stronger position in Australia and selected markets in Asia Pacific," said Chris Leach, the managing director and CEO of Loyalty Magic, who will continue in that role and becomes a substantial shareholder in the combined company. "By combining with Catuity, we gain access to growth capital and Catuity's understanding of how to serve larger scale clients, such as top retailers and banks. Catuity also has a complementary product and we plan to offer their gift card solution to our customers in the second half of 2005."

Mr. Leach has been Managing Director of Loyalty Magic for the past four years and led the company through a turnaround and made it profitable and a respected provider of loyalty programs in Australia. During nearly 20 years, his roles have ranged from country manager of Global Knowledge, a leading technology training company, to positions at U.S.-based National Computer Systems, now part of loyalty market leader Carlson Marketing.

Added Mr. Racine, "Together, we have products that enable our clients in the U.S. and Australia to deliver profitable loyalty and gift card programs and to reach out to customers at every point of decision, be that through their website, at a kiosk, through a call center, or at the point of sale. Retailers recognize the power of using loyalty to drive customer profitability Customer profitability (CP) is the difference between the revenues earned from and the costs associated with the customer relationship in a specified period.

According to Philip Kotler,"a profitable customer is a person,household or a company that overtime,yields a revenue
.

"Our strategy in both markets remains to help retailers and their partners, such as processors and merchant acquirers, be more profitable at the point of sale," said Racine. "Our existing capabilities, combined with the new products we will gain through acquisition, will give us more opportunities to deliver added revenue and profits at the point of sale for our targeted customers."

"We were drawn to this transaction by the potential to create a company that has the scale and capacity to serve the leading markets in the world," said Roger Buckeridge, the co-founder of Allen & Buckeridge, a well-known Australian venture Venturer participate in what is known as a "Venture" which is the venturer equivalent of a Jamboree, but for Venturers there is a lot more freedom and latitude in what they do. There is a number of onsite activities and also an off site expedition, normally totaling about 12 days long.  capital firm which, at 41%, is the largest shareholder in Loyalty Magic. "This acquisition will work because the combined company has strong leadership; a tightly focused sales strategy; and a product and solution set that gives customers the ability to measure their return on an affordable investment in loyalty systems."

Allen & Buckeridge is expected to be the largest institutional shareholder in Catuity after the deal closes. The firm will have board observer rights. "We support this team and the plan and expect Catuity to be a long-term success," said Buckeridge.

The benefits of the acquisition include:

--Adding a cash flow positive company with an increased presence in Australia, where 85% of Catuity's dual-listed shares are traded on the Australian Stock Exchange Australian Stock Exchange (ASX)

Australia's major securities market, formed when the six state stock exchanges (Adelaide, Brisbane, Hobart, Melbourne, Perth, and Sydney stock exchanges) were merged in 1987.
.

--Selling Catuity's gift card solution to meet the growing demand in Australia. Nearly 2,500 merchants in North America currently use Catuity's existing gift card solution.

--Ability to leverage in North America the experience of Loyalty Magic in managing databases with more than two million members.

--A stronger balance sheet to compete for more opportunities in both markets.

For Catuity, this transaction is the next step in the company's turnaround strategy, which includes using selected acquisitions to establish the nucleus of a new, profitable company.

"This transaction affirms that Catuity is committed to building a company with the objective of achieving profitability by year-end 2006," said Duncan Mount, the non-executive chairman of Catuity and its largest individual shareholder. "It is important to note that this acquisition alone will not accomplish our goals, but it is an important step by giving us a profitable growth platform in Australia."

The company will soon announce a capital-raising plan in Australia to fund the acquisition and provide growth capital for the combined company. The five directors of Catuity have personally committed to purchase shares worth at least A$550,000 (US$435,000) as part of the capital raising effort. Shortly, the company will announce details of its formal plans.

Catuity's turnaround strategy goes beyond the acquisition of Loyalty Magic and beyond the Australian market. Catuity has active discussions underway in North America with companies similar to Loyalty Magic. At this time, the company cannot provide assurance that any of those transactions will close.

"As we have in the past, we will soon announce a schedule of public sessions with our shareholders to answer their questions about this acquisition, our capital needs and our sales strategy," said Mr. Racine. "It will also be an opportunity for them to meet the Loyalty Magic team."

About Catuity Inc.

Catuity Inc. delivers profits at the point of sale for its retailer clients and their partners. The company provides loyalty-processing services through a hosted solution that enables membership based loyalty programs and gift card programs to chain retailers in the U.S. and Canada. More information is available at www.catuity.com.

About Loyalty Magic Pty Ltd

Loyalty Magic Pty Ltd. is a privately held provider of loyalty and customer relationship management programs for leading retailers and entertainment and gaming companies in the Australian market, that is based in Melbourne, Victoria. More information is available at www.loyalty-magic.com.au.

About Allen & Buckeridge

Sydney-based Allen & Buckeridge is the manager of approximately A$250 million in seed and early stage venture capital funds Venture Capital Funds

An investment fund that manages money from investors seeking private equity stakes in small and medium-size enterprises with strong growth potential.

Notes:
, investing mainly in the information and communications technology Noun 1. communications technology - the activity of designing and constructing and maintaining communication systems
engineering, technology - the practical application of science to commerce or industry
 industries. More information is available at www.a-b.com.au

In conjunction with the provisions of the "Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" section to the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, this release may contain forward-looking statements pertaining to future anticipated projected plans, performance and developments, as well as other statements relating to future operations. All such forward-looking statements are necessarily only estimates of future results and there can be no assurance that actual results will not materially differ from expectations. Further information on potential factors that could affect Catuity, Inc. is included in the Company's Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, which is filed with the US Securities & Exchange Commission.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
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Publication:Business Wire
Geographic Code:1USA
Date:Mar 17, 2005
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