| Thu 19 Jul 2001, 0:00 | | Mb Technologies Limited - Livetechnology Internati |
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agreement and withdrawal of cautionary announcement
MB TECHNOLOGIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998 / 008964 / 06)
LiveTechnology International software licensing agreement and withdrawal of
cautionary announcement
Further to the cautionary announcements dated 9 May 2001 and 19 June 2001
relating to the LiveTechnology international licensing agreement, the
directors are authorised to make the following announcement.
Conclusion of international exclusive reseller and software licensing
agreement ("the licensing agreement")
LiveTechnology Holdings Inc. ("LiveTechnology"), a 43% held group company of
MB Technologies, has concluded an exclusive, worldwide, perpetual reseller
and technology licensing agreement with Jupiter Media Metrix Inc ("Jupiter
Media Metrix"). Under this licensing agreement, Jupiter Media Metrix has
been appointed the exclusive worldwide reseller of LiveTechnology's
proprietary Internet traffic measurement technology, LiveStat.
Terms of the licensing agreement
The salient terms of the licensing agreement are as follows:
LiveTechnology will receive an up front license fee of $3.0 million payable
in three equal tranches with the initial tranche of $1.0 million to be
received within two weeks of the signature of the agreement, the second
tranche six months thereafter and the final tranche after 12 months;
Jupiter Media Metrix have granted LiveTechnology a seven year option to
acquire 1,750,000 Jupiter Media Metrix shares at a price of $5.00 per share.
These options will be granted in two equal tranches and will vest in monthly
installments over the next 48 months;
LiveTechnology will be paid a revenue share of 15% of the gross revenues of
the sale of the LiveStat service recognised by Jupiter Media Metrix for the
duration of the agreement;
LiveTechnology will be compensated, based on the volume of traffic counted,
for operating expenses incurred in the provision of the technical
infrastructure and customer support;
Jupiter Media Metrix have, in addition, been granted the non-exclusive right
to other LiveTechnology proprietary software, including LiveServer and Live
Object Oriented Database, which support the provision of the LiveStat
service. The basis on which this underlying technology has been licensed has
been restricted to the provision of the LiveStat service and will not
compromise LiveTechnology's aspirations of commercialization of these
products elsewhere in the marketplace; and
Jupiter Media Metrix has been granted a purchase option to acquire the
LiveStat business, including the source code, as a going concern. The option
becomes effective 15 months from the signature date and the price payable by
Jupiter Media Metrix will be calculated based on a multiple of revenues,
dependent on the revenues generated by LiveStat and the market valuation of
Jupiter Media Metrix at the time the option is exercised.
Background
The LiveStat Technology
The LiveStat technology is a counting and measurement Internet service which
provides, via an application service provider model, real time measurement,
processing storage and reporting of website user activity, including
measurement and analysis of page impressions, traffic flow, visitor activity
and commerce activity.
Jupiter Media Metrix
Jupiter Media Metrix, a company listed on the Nasdaq and headquartered in
New York, is a leading international brand and is the global leader in
Internet and new technology analysis and measurement, with an established
customer base of approximately 2,200 of the world's leading corporates. It
delivers innovative and comprehensive Internet measurement, analysis,
intelligence and events to provide businesses with global resources for
understanding and profiting from the Internet. Jupiter Media Metrix operates
worldwide, across the Americas, Asia Pacific, Europe and the Middle East.
Prospects
The execution of the licensing agreement has effectively established an
international partnering arrangement between LiveTechnology and Jupiter
Media Metrix whereby LiveTechnology will contribute the technical
infrastructure, as well as second level technical support and research and
development, with Jupiter Media Metrix providing the sales, marketing and
operating infrastructure for the international commercialization of the
LiveStat service. It is anticipated that the association of the LiveStat
service with the credibility of the Jupiter Media Metrix brand will
accelerate sales both into the existing Jupiter Media Metrix customer base,
as well as the rest of the international marketplace.
Withdrawal of cautionary announcement
Shareholders of MB Technologies need no longer exercise caution when dealing
in the company's securities.
Merchant Bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969 / 004763 / 06)
Sponsor to MB Technologies
Merrill Lynch Smith Borkum Hare
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995 / 0010805 / 07
Member of the JSE Securities Exchange South Africa
Johannesburg
19 July 2001
MB TECHNOLOGIES LIMITED - PRESS ANNOUNCEMENT
MB TECHNOLOGIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998 / 008964 / 06)
LiveTechnology International software licensing agreement and withdrawal of
cautionary announcement
Introduction
Further to the cautionary announcements dated 9 May 2001 and 19 June 2001
relating to the LiveTechnology international licensing agreement, the
directors are authorised to make the following announcement.
Conclusion of international software licensing agreement ("the licensing
agreement")
LiveTechnology Holdings Inc. ("LiveTechnology"), a 43% held group company of
MB Technologies, has concluded an exclusive, worldwide, perpetual reseller
and technology licensing agreement with Jupiter Media Metrix Inc ("Jupiter
Media Metrix"). Under this licensing agreement, Jupiter Media Metrix has
been appointed the exclusive worldwide reseller of LiveTechnology's
proprietary Internet traffic measurement technology, LiveStat.
Terms of the licensing agreement
The salient terms of the licensing agreement include an up-front license
fee, an option to acquire shares in Jupiter Media Metrix and an on-going
revenue share of 15% of gross sales of the LiveStat service. LiveTechnology
will also be compensated, based on the volume of traffic counted, for
operating expenses incurred in the provision of the technical infrastructure
and customer support.
Jupiter Media Metrix have, in addition, been granted the non-exclusive right
to other LiveTechnology proprietary software, including LiveServer and Live
Object Oriented Database, which support the provision of the LiveStat
service. The basis on which this underlying technology has been licensed has
been restricted to the provision of the LiveStat service and will not
compromise LiveTechnology's aspirations of commercialisation of these
products elsewhere in the marketplace.
Jupiter Media Metrix has been granted a purchase option to acquire the
LiveStat business, including the source code, as a going concern. The option
becomes effective 15 months from the signature date and the price payable by
Jupiter Media Metrix will be calculated based on a multiple of revenues,
dependent on the revenues generated by LiveStat and the market valuation of
Jupiter Media Metrix at the time the option is exercised.
Background
The LiveStat Technology
The LiveStat technology is a counting and measurement Internet service which
provides, via an application service provider model, real time measurement,
processing storage and reporting of website user activity, including
measurement and analysis of page impressions, traffic flow, visitor activity
and commerce activity.
Jupiter Media Metrix
Jupiter Media Metrix, a company listed on the Nasdaq and headquartered in
New York, is a leading international brand and is the global leader in
Internet and new technology analysis and measurement, with an established
customer base of approximately 2 200 of the world's leading corporates. It
delivers innovative and comprehensive Internet measurement, analysis,
intelligence and events to provide businesses with global resources for
understanding and profiting from the Internet. Jupiter Media Metrix operates
worldwide, across the Americas, Asia Pacific, Europe and the Middle East.
Prospects
The execution of the licensing agreement has effectively established an
international partnering arrangement between LiveTechnology and Jupiter
Media Metrix whereby LiveTechnology will contribute the technical
infrastructure, as well as second level technical support and research and
development, with Jupiter Media Metrix providing the sales, marketing and
operating infrastructure for the international commercialisation of the
LiveStat service. It is anticipated that the association of the LiveStat
service with the credibility of the Jupiter Media Metrix brand will
accelerate sales both into the existing Jupiter Media Metrix customer base,
as well as the rest of the international marketplace.
Withdrawal of cautionary announcement
Shareholders of MB Technologies need no longer exercise caution when dealing
in the company's securities.
Johannesburg
19 July 2001
Merchant Bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969 / 004763 / 06)
Sponsor to MB Technologies
Merrill Lynch Smith Borkum Hare
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995 / 0010805 / 07
Member of the JSE Securities Exchange South Africa
MB TECHNOLOGIES LIMITED - Proposed share placement to meet the revised JSE
listings requirements and withdrawal of cautionary announcement
MB TECHNOLOGIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998 / 008964 / 06)
Proposed share placement to meet the revised JSE listings requirements and
withdrawal of cautionary announcement
Introduction
Further to the cautionary announcement on 28 June 2001, with regard to the
group's initiative to meet the Revised Listings Requirements of the JSE
Securities Exchange South Africa ("The Revised Listings Requirements"), the
directors are authorised to make the following announcements.
The Revised Listings Requirements
Currently, MB Technologies does not meet the Revised Listings Requirements,
which require at least 20% of MB Technologies' equity to be held by the
public as defined. To this end the directors of MB Technologies have
evaluated various alternatives aimed at improving the extent and diversity
of the shareholder base and consequently, the liquidity of the MB
Technologies shares. It is envisaged that, as a result of the proposed offer
detailed below and the issue of new shares to fund acquisitions and future
growth initiatives, that the founder shareholders' share of MB Technologies
will reduce to acceptable levels in the medium term.
The offer
MB Technologies is planning to issue new shares for cash which are expected
to be placed at a premium to the current market price.
The founder shareholders have committed to offer a limited number of shares
at the same price to assist the company to meet the free float requirements
as required by The Revised Listing Requirements.
Discussions are currently under way with selected investors at a price which
represents a premium to the current market price. This is considered
appropriate in view of the group's historic earnings growth, forecast
earnings projections, limited tradability of the shares and the concurrent
LiveTechnology licensing announcement.
Shareholders' attention is drawn to the historic earnings growth achieved by
MB Technologies since its listing in September 1998, as well as the
analysts' reports issued by WIP Capital and Credit Suisse First Boston
respectively. Copies of these reports are available on the company's web
site http://www.mb-tech.com. The group's internal strategic planning
process supports the analysts' forecasts.
Rationale for the offer
The objectives of the placement are as follows:
To increase the free float of shares listed on the JSE Securities Exchange
South Africa.
To introduce new institutional investors to the group at a very beneficial
time given the prospects of the group going forward.
To replace interest bearing debt which was utilised to fund international
acquisitions that were made during the past year and which will produce
future hard currency earnings for the group.
To utilise the funds raised to assist the Group companies achieve their
international growth opportunities.
Withdrawal of cautionary announcement
Shareholders of MB Technologies need no longer exercise caution when dealing
in the company's securities.
Johannesburg
19 July 2001
Merchant Bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969 / 004763 / 06)
Sponsor to MB Technologies
Merrill Lynch Smith Borkum Hare
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995 / 0010805 / 07
Member of the JSE Securities Exchange South Africa
