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Reliant Interactive Media and Thane International Announce Plans to Merge.


Business Editors

TAMPA, Fla. & LA QUINTA, Calif.--(BUSINESS WIRE)--Nov. 26, 2001

Kevin Harrington Kevin Harrington (born 4 September 1959 in Melbourne, Australia) is an Australian actor who is perhaps best known for his role as David Bishop on the Australian soap opera Neighbours. , Chairman & 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 Tampa-based Reliant Interactive Media Corp. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:RIMC RIMC Rashtriya Indian Military College (India)
RIMC Regional Information Management Center (US Department of State)
RIMC Research Institute for Maize and Other Cereals (Indonesia) 
) (Web sites www.rimc.com and www.asseenontvpc.com) announced today it has entered into a definitive merger agreement pursuant to which it will combine with Thane thane  
n.
1.
a. A freeman granted land by the king in return for military service in Anglo-Saxon England.

b. A man ranking above an ordinary freeman and below a nobleman in Anglo-Saxon England.

2.
 International, Inc. ("Thane") in a stock for stock transaction.

Thane, a leading direct marketer of consumer products, recorded revenues and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  of over $200 million and $25 million, respectively, in the nine months ended Sept. 30, 2001. The combined entity would have pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.

The phrase pro forma
 revenues and EBITDA of over $300 million and $27 million (excluding a non-cash charge Non-Cash Charge

A charge off, made by a company against earnings, that does not require an initial outlay of cash.

Notes:
Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet.
 for stock bonus compensation for Reliant), respectively, for the nine months ended Sept. 30, 2001. Under the terms of the agreement, each of Thane's 1.1 million existing shares will be exchanged into newly issued Reliant shares representing approximately 90% of Reliant's then outstanding shares. Simultaneously, Reliant will be reincorporated in Delaware and renamed Thane International, Inc. The majority shareholder of Thane is H.I.G. Capital, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 of Miami.

After the merger is completed, it is expected that management of Reliant will operate a division of the company responsible for the direct response television marketing ("DRTV DRTV Direct Response Television (media) ") of products in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  for the combined entities. Thane will utilize its global infrastructure to market products through all other channels of distribution. These other channels of distribution include international DRTV, retail sales, Internet sales, sales on shopping channels, catalogue sales and other print media.

In commenting on the transaction, Kevin Harrington, CEO of Reliant, noted: "We are delighted with this transaction, which we believe will bring significant value to the shareholders of Reliant and Thane. By gaining access to Thane's worldwide channels of distribution and its significant financial resources, we expect that we will be able to grow our business to a higher level, and to much greater profitability, than we could on our own. The fit between the two companies is ideal, as each brings distinct strengths to the merger. The management of our company has a great ability to find and develop exciting products, and Thane has an unmatched ability in our industry to market these products globally. We truly believe that this is a business combination in which 1 + 1 will equal more than 2."

Bill Hay William "Billy" (Red) Hay (Born - December 8th, 1935 in Saskatoon, Saskatchewan, Canada) is a retired Canadian Hockey centerman who played 8 seasons in the National Hockey League for the Chicago Blackhawks. He is the son of Hockey Hall of Fame member Charles Hay. , CEO of Thane International, commented, "I have known Kevin for over twelve years and look forward to working with him and his team, whose track record of developing successful DRTV products is truly impressive. Together, we have the synergies to create a global marketing powerhouse, on track to generate over $400 million and $36 million in pro forma revenues and EBITDA, respectively, in calendar year 2001 (excluding any one-time charges associated with completing this transaction). I believe that our capabilities in this industry will be unmatched because of these factors:

1 a diversified product line including fitness, health and

beauty, housewares house·wares  
pl.n.
Cooking utensils, dishes, and other small articles used in a household, especially in the kitchen.
 and electronics;

2 cradle-to-grave distribution channels including DRTV, print,

telemarketing, wholesale, (including retail, catalogs, and

home shopping networks) and Internet;

3 worldwide distribution in over 80 countries, with 8 offices in

the U.S., Canada, Germany and the U.K."

Kevin Harrington, Tim Harrington and Mel Arthur, who together own over 50% of Reliant's outstanding shares, have agreed to vote their shares in favor of the proposed transaction. Kevin Harrington will assume the role of Vice Chairman of the combined entity. Tim Harrington will serve as President of the U.S. Direct Response Television (DRTV) operation. Mel Arthur will be President of the As Seen on TVPC See PC/TV.  subsidiary. Bill Hay, Thane's current CEO, will assume the role of CEO of the combined entity.

About Thane International, Inc.

Thane ranks among the leading direct response and retail marketers in the world. Based in the Palm Desert community of La Quinta, Thane has created highly successful brands in such diverse product categories as health and beauty, fitness, kitchen/housewares, entertainment, learning and pet care. Through Thane Direct, Thane's global marketing and distribution operations extend across all continents, and its products are sold in over 80 countries worldwide.

A vertically integrated consumer products organization, Thane International maintains operations in product development, commercial production, manufacturing, sales & marketing and distribution. As a result of its consistent success in product development and consumer marketing, the company attracts product owners throughout the world, who turn to Thane as their exclusive marketing ally. Throughout its nearly decade-long history, Thane International has built an industry-wide reputation for integrity, creativity and innovativeness. In 1999, H.I.G. Capital, LLC, a Miami-based investment group, acquired a majority interest in Thane International. The acquisition has helped propel Thane's strategic expansion that further the Company's leadership position in all key areas of direct marketing.

About H.I.G. Capital

H.I.G. Capital, a leading private investment firm with a controlling stake in over 30 companies with aggregate annual revenues in excess of $3 billion, will own just over 50% of Reliant's common shares at closing, with the balance being held by Thane and Reliant management, as well as public shareholders. Sami Mnaymneh, Managing Director of H.I.G., noted that the firm, whose backers include Goldman Sachs The Goldman Sachs Group, Inc., or simply Goldman Sachs (NYSE: GS) is one of the world's largest global investment banks. Goldman Sachs was founded in 1869, and is headquartered in the Lower Manhattan area of New York City at 85 Broad Street. , Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. , First Union Bank and G.E., is committed to helping Thane further build on its leading market position and will be working closely with management to implement an aggressive program of synergistic add-on acquisitions.

About Reliant Interactive Media Corp.

Reliant is a multimedia direct marketing company that sells computers, consumer electronics and other products. These products are primarily sold via long-form television commercial productions and through the company's Web sites (www.rimc.com and www.asseenontvpc.com). The company was founded in 1984, and current management took over in late 1998, and launched operations in early 1999. Reliant is run by brothers Kevin and Tim Harrington and Mel Arthur, who have advanced the concept of interactive product selling through television productions and the Web sites.

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.
 Statement under 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 news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that include the words "believes," "expects," "anticipates" or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Reliant Interactive Media Corp. (the Company) to differ materially from those expressed or implied by such forward-looking statements. (Such factors include, among others, the risk factors contained in the Company's Annual Reports and other filings with the Securities and Exchange Commission.) In addition, description of anyone's past success, either financial or strategic, is no guarantee of future success. The pro-forma revenues and EBIDTA EBIDTA Earnings Before Interest Depreciation Taxes and Amortization  that are reported in this release are based in part on unaudited financial statements that are believed to fairly reflect the financial information that is reported. The Company will remain dependent upon future financing for its growth and development, and for it to successfully implement its business plan. No statement contained herein should be construed as indicating that such financing is or will be available, and if available, will be on terms favorable to the Company. This news release speaks as of the date first set forth above and the Company assumes no responsibility to update the information included herein for events occurring after the date hereof.
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Nov 26, 2001
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