(USOTC:UPSN)
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UpSNAP (NASDAQ: UPSN.OB)
announced its entry into a definitive agreement to merge with Mobile
Greetings, Inc. Mobile Greetings is a private corporation based in
Walnut Creek, California that has created a mobile distribution platform
for the automated delivery of rich media services to mobile handsets.
The merger of UpSNAP and Mobile Greetings will allow the combined
company to deliver services to all mobile subscribers, regardless of
their carrier or phone type. For the first time, the combined company
can offer the consumer the richest experience possible, and gives
advertisers the potential to reach everyone with a mobile phone with one
integrated offering.
The combined company will have the opportunity to enter into new growth
markets for content and advertising driven services, and should become
better positioned to take advantage of the trend towards
direct-to-consumer advertising based services.
"Our media customers are calling for integrated mobile solutions that
enable them to offer content and advertising direct to any mobile user,"
said Tony Philipp, Chairman and CEO of UpSNAP. By combining our best of
breed voice services, with the innovative mobile platform provided by
Mobile Greetings, we intend to provide a powerful set of services to any
mobile user. This will allow us to extend our advertising supported free
offerings and search platform, which may now include music, news, and
sports content as well as rich media content.”
Jacob Litke, Chief Executive Officer of Mobile Greetings said: "At
Mobile Greetings we have a great track record of delivering a compelling
user experience to the millions of people who have downloaded our mobile
products. Our merger with UpSNAP will add valuable new revenue streams,
and allow us to offer a complete suite of services to all mobile
consumers, regardless of carrier or handset type.”
The combined company, for the quarter ended June 30, 2007 would have
generated unaudited pro-forma revenues of approximately $946,000, a 45%
growth rate over the unaudited pro-forma revenues for the prior quarter
ended March 31, 2007.
UpSNAP has retained a placement agent to conduct a private placement of
$3 million of UpSNAP securities. The placement proceeds would be used
for working capital of the combined company, certain Mobile Greetings
obligations and transaction expenses.
Under terms of the merger agreement, which has been approved by both
boards of directors, Mobile Greetings shareholders will receive shares
equal to 50% of the common stock of the combined company on a fully
diluted basis including shares underlying a $2.2 million convertible
note being issued as part of the merger consideration, without giving
effect to the private placement.
About UpSNAP Inc.
UpSNAP, Inc. (NASDAQ: UPSN.OB) is the leader in mobile search and live
mobile audio entertainment. With a rich library of branded multimedia
content and true mobile search technology, UpSNAP effectively delivers
compelling mobile content to consumers, including text and audio content
from major entertainment companies in sports, news, music, and
information.
UpSNAP offers both branded and white-label services that can be licensed
by wireless carriers, service providers, and content providers who wish
to incorporate text and streaming audio capabilities into their existing
product and service offerings. Visit www.upsnap.com
for more information.
About Mobile Greetings Inc.
Mobile Greetings, Inc. founded in 2002, is a premier creator and
publisher of mobile products and services. A sophisticated proprietary
technology platform allows the creation of the most visually vivid and
interactive applications in the mobile industry. Mobile Greetings
partners with the largest media brands to deliver compelling rich media
content direct to consumers.
Further Information
The merger is subject to customary closing conditions, including
approval by Mobile Greetings shareholders and closing of the proposed
private financing, and is expected to close in late September 2007.
Nothing in this press release shall constitute an offering of the
securities in the placement. The placement will be qualified
persons who meet the offering criteria for participation in a placement
of securities not registered under the Securities Act of 1933.
UpSNAP has filed a Form 8-K with the SEC describing the merger
transaction and including a copy of the merger agreement. The
Form 8-K is available on the UpSNAP website http://www.upsnap.com
or on the SEC Internet website at http://www.sec.gov.