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Vertrue to Acquire Bargain Network Inc.; Transaction Expands Direct to Consumer Marketing Strategy and Focus on Enhancing Consumer Value.


STAMFORD, Conn. -- Vertrue Incorporated (Nasdaq: VTRU), a leading marketing solutions company, today announced it has entered into an agreement to acquire Bargain Network Inc. ("Bargain"), a privately held provider of premier pricing services for homes, vehicles and consumer durables Consumer durables

Consumer products that are expected to last three years or more, such as an automobile or a home appliance.


consumer durables

See durable goods.
.

Headquartered in Santa Barbara, California Santa Barbara is a city in California, United States. It is the county seat of Santa Barbara County, California. As of the 2000 census, the city had a total population of 92,325. , Bargain has a unique comparison shopping service using advanced search and database technology to provide fast and accurate information on pricing, quality and availability via a variety of products. All Bargain resources are accessible 24 hours a day, 7 days a week through its members-only website or toll-free telephone support. These program services are marketed directly to consumers through a variety of offline and online channels as a monthly subscription service.

For the twelve months ended June 30, 2004, Bargain recorded revenues of approximately $48 million and earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
:EBITDA = Operating Revenue – Operating Expenses + Other Revenue
 of approximately $4.1 million. There are currently 0.2 million members enrolled in Bargain's programs.

Vertrue has agreed to pay $27.0 million in cash at closing plus the assumption of certain liabilities and has agreed to pay additional amounts in 2005 if certain milestones are achieved. The transaction is subject to customary closing conditions and is expected to be completed before December 31, 2004. The acquisition is expected to be dilutive to fiscal 2005 earnings by approximately $0.10 per share due to the estimated level of near-term amortization expense required. The acquisition is expected to be accretive to fiscal 2006 earnings.

Gary Johnson Gary Johnson may refer to:
  • Gary Johnson - Frontiers Records Recording Artist
  • Gary E. Johnson, a U.S. politician
  • Gary Johnson (footballer), an English association football manager
  • Gary "Big Hands" Johnson, former American football player
, 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 Vertrue, said, "Our acquisition of Bargain takes our strong partnership to the next level. Their information services See Information Systems.  already represent a valuable part of our benefits portfolio. By having Bargain join the Vertrue family, we will be able to expand our direct to consumer marketing presence and bring more value to consumers as they evaluate a vehicle or home purchase. With an inbound in·bound 1  
adj.
Bound inward; incoming: inbound commuter traffic.

Adj. 1. inbound
 marketing operations focus and subscription-based business model, Bargain is an outstanding strategic fit with Vertrue."

Diana Wilson, President of Bargain, said, "We're excited about becoming part of the Vertrue family and the opportunities this will create for our employees, partners and members. With Vertrue's membership expertise and capital, we will be able to offer even more robust programs to our members."

Vertrue was advised by Broadview International, a division of Jefferies & Company, Inc., in this transaction.

About Vertrue

Headquartered in Stamford, Conn., Vertrue Incorporated is a category leader in both membership and loyalty programs, bringing value direct to consumers through an array of benefits in healthcare, discounts, security and personals. With broad online and offline distribution capabilities, Vertrue offers its corporate client partners effective tools to enhance market presence, strengthen customer affinity and generate additional value.

About Bargain

Bargain is a unique membership service that provides consumers with truly objective best price information on significant purchases such as homes, vehicles and consumer products. Because Bargain is a membership service, it does not accept any advertising, or compensation from merchants, so consumers are guaranteed unbiased, impartial Favoring neither; disinterested; treating all alike; unbiased; equitable, fair, and just.  and complete pricing information. Bargain's members pay a low monthly membership fee after a free trial membership.

Any statements herein regarding the business of the Company that are not historical are "forward looking statements" that are intended to qualify for 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.
 provisions from liability provided by 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. Forward looking statements include, but are not limited to, any projections of earnings, revenues or other financial items; any statements of the Company's plans, strategies or objectives for future operations; statements regarding future economic conditions or performance; and any statements of belief or expectation. All forward looking statements rely on assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Risks and uncertainties that could affect the Company's future results include general economic and business conditions, the level of demand for the Company's products and services, increased competition and regulatory and legal matters and uncertainties. Additional discussion of these and other factors that could cause actual results to differ from those intended is contained in the Company's most recent Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
 and Annual report on 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.
 as filed with the SEC.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 20, 2004
Words:694
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