ProLink Solutions, a wholly-owned subsidiary of ProLink Holdings Corp. and the world’s leading provider of global positioning satellite (“GPS”) golf course management systems and digital out-of-home on-course advertising, has announced today it has entered into a definitive agreement to acquire 100 percent of the outstanding shares of Elumina Iberica SA, Elumina Iberica UK Ltd, GP Ads SL, and GP Ads Ltd (collectively “Elumina”). The acquisition is anticipated to close no later than 30th November 2007, subject to customary closing conditions. The acquisition is expected to be immediately accretive to ProLink.
Since becoming ProLink’s international distributor in 2005, Elumina has installed the ProLink system at more than 150 golf courses throughout Europe and the Middle East and holds the dominant presence in Europe with over 80% market share. In 2006, Elumina generated more than $11 million in total revenue, with approximately $1.5 million in advertising sales. Elumina’s 2007 advertising sales forecast exceeds $3 million, with total 2007 revenues projected to exceed $16 million.
In addition, Elumina continues to expand its advertising and media strategies, with significant initiatives planned for 2008. This now positions ProLink with well over 10,000 media ready holes worldwide.
Under terms of the all stock agreement, ProLink will issue 30 million shares at closing, with Elumina’s shareholders eligible to receive additional shares based upon future profitable operating results. Of those additional shares, 8 million shares will be issued and placed in escrow and released subject to achieving earnings targets in 2008.
Upon closing, Elumina’s founders Kevin Clarke and Mark Smart will become co-CEOs of the international entities for ProLink, responsible for all sales and operations outside of North America. Mr. Smart will also join ProLink’s board of directors whilst Mr. Clarke will continue to exploit the significant opportunities that exist for the combined companies in the emerging markets and the rest of the world. Elumina now has a presence in 13 countries and is actively opening new territories worldwide.
“We are delighted to bring these two companies together,” said Lawrence Bain, CEO of ProLink. “This acquisition establishes our company with the largest footprint and the dominant leading global player in both GPS installations and golf-course advertising. It also expands our distribution channels, improves our margins, solidifies our advertising network and positions us for unrivalled worldwide growth. This transaction fully aligns the interests of Elumina shareholders with the interests of ProLink shareholders in one common goal – profitable growth.”
“The market is showing a greater awareness for the need for consolidation, and this acquisition represents a fantastic opportunity for our companies, positioning ProLink to strengthen its stature as a global leader,” said Mr. Clarke. “ProLink will continue to be recognized as a leader in the digital out-of-home advertising space by delivering unprecedented access to an extremely affluent, difficult-to-reach demographic. The worldwide acceptance of GPS as a ‘must-have’ player amenity and operations tool points to continued rapid adoption of the ProLink system.”
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