LBi International

Higher sales and underlying results as market sentiment continues to improve

Posted by admin August 26th, 2010

Last financial report issued by pre-merger LBI International AB; does not include Bigmouthmedia results

LBi International N.V. today reports the last standalone second quarter and half year results of LBI International AB (“LBi”) for the period ended 30 June 2010. On 29 July 2010 the merger with Obtineo Netherlands Holding N.V. (consisting of Bigmouthmedia and EUR 40 million in cash) was completed and a new company was formed called LBi International N.V., the largest European marketing and technology agency. LBi was subsequently delisted from Nasdaq OMX Stockholm and NYSE Euronext Amsterdam on 26 July 2010.

LBi International N.V. obtained a new listing on NYSE Euronext Amsterdam (symbol: LBI) on 5 August 2010. The new company will initiate financial reporting consolidating LBI International AB and Obtineo Netherlands Holding N.V. results on 28 October 2010 with the publication of its third quarter and year-to-date 2010 results. For more historic pro forma consolidated financial statements of LBi International N.V. reference is made to the Prospectus (www.lbi.com) for the admission to listing on NYSE Euronext Amsterdam and for the rights offering underwritten up to EUR 10 million which is currently in progress.

EXECUTIVE SUMMARY

Second quarter highlights

- Net sales up 12% year-on-year, reflecting continued recovery of demand and strong commercial and operational progress in all regions.

- Adjusted EBITDA (excluding transaction charges) up 11% year-on-year as demand for an integrated full service digital offering increase.

- Business in continental Europe picking up in the wake of US and UK business, with solid performance in the Netherlands and rebound in Scandinavia.

- Market sentiment expected to further improve in the rest of the year; increasing interest by clients in agencies that blend search, direct response, data and digital skill sets.

- Please note that Bigmouthmedia sales EUR 5.5 million, EBITDA of 1.9 million (pro forma revenue/EBITDA for the new group EUR 43.8 million resp. EUR 6.9 million).

Financial highlights (excluding Bigmouthmedia)

^{* Reflecting year-on-year comparisons, adjusted for foreign exchange rate fluctuations.
** Excluding transaction costs for the second quarter of EUR 1.1 million resp. EUR 3.6 million for the half year for restructuring and transaction costs.}

The financial information provided in this report complies with statutory regulations in Sweden. In the report the term profit/loss after tax is used synonymously to net result. Some statements in this report are forward- looking, and the actual outcome could be materially different. In addition to the factors explicitly discussed, other factors could have a material impact on the actual outcome. Such factors include, but are not limited to, general business conditions, fluctuations in exchange and interest rates, political developments, the impact of competitors, product ¬development, commercialisation and technological difficulties, interruptions in supply and major customer credit losses.

A WORD FROM THE CEO

Our second quarter results show that we continue to benefit from an improving demand for digital services across the board. The US and UK markets which have pace set the recovery in the first quarter showed further growth. In addition revenues also clearly picked up in Central & Southern Europe and Scandinavia this quarter.

In this quarter, we have seen a further year-on-year improvement of underlying operating margins in almost every region. The only exception was the Central & Southern European region where the profit performance of our MetaDesign branding business in Germany is down relative to the same period last. Given the recent increase in inbound order levels, we do expect a meaningful recovery in the top line of this business in the coming months.

During the quarter we continued to fine tune and optimise the company structure to better promote collaboration and full service platform efficiencies. Over the last two years, we have embedded a consistent level of excellence and a performance driven culture across the business. We have quietly transformed our organisation and upgraded most of our local leadership teams. We now have a strong platform for future growth.

We are very pleased with the quality of recent new blue chip business successes and encouraged by the enthusiastic client response to our unique full service proposition which from the third quarter onwards – following the completion of the merger with Obtineo Netherlands Holding N.V. (“Obtineo”) – will also include the advanced Search capabilities of Bigmouthmedia.

Further new business success and a marked improvement in sentiment across the European markets, especially Germany should deliver further consistent growth in both the third and fourth quarter of 2010. We expect to gradually increase our margins as improved sentiment and revenue visibility will convert into more efficient resource allocation.

The period under review has been particularly labour intensive for the company, marked by the preparations for the merger with Bigmouthmedia and complex legal and financial redesign. The transaction was formally concluded in July and as a consequence LBi now has new strategic anchor shareholders and also operates as a Dutch NV with a single listing on Euronext Amsterdam. This new listing and the injection of a further EUR 50 million delivers an entrepreneurial platform which will allow LBi to further drive consolidation in the sector.

Luke Taylor, CEO

Contacts

Luke Taylor, CEO, LBi International N.V.
+44 20 7063 6465, luke.taylor@lbi.com

Huub Wezenberg, CFO, LBi International N.V.
+31 20 460 4500, huub.wezenberg@lbi.com

For more information, go to www.lbi.com

About LBi

LBi is a global digital marketing and technology agency, blending insight, creativity and expertise to solve business problems. The largest genuinely full service agency of its kind in Europe, LBi provides the full range of digital capabilities, including digital strategy, branded content, service design, media, CRM, technology, managed hosting and support services.

The company employs approximately 1,500 professionals located primarily in the major European, American and Asian business centres; such as Amsterdam, Atlanta, Berlin, Brussels, London, Milan, Mumbai, New York, Paris and Stockholm. LBi is listed on NYSE Euronext in Amsterdam (symbol: LBI).

ATTACHMENTS

LBi Q2 2010 report

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LBi announces the extension of exercise period for holders of SETs registered with Euroclear Sweden in relation to its EUR 10 million Rights Offering

Posted by admin August 17th, 2010

This press release is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong or Japan.
This announcement is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction

LBi announces the extension of exercise period for holders of SETs registered with Euroclear Sweden in relation to its EUR 10 million Rights Offering

17 August 2010 – LBi International N.V. (“LBi”), the largest European marketing and technology agency, today announces the extension of the exercise period for holders of SETs (Sw. teckningsrätter) registered with Euroclear Sweden in relation to its EUR 10 million Rights Offering.

Extension of the exercise period for holders of SETs registered with Euroclear Sweden

Subscription for New Shares by exercise of SETs registered with Euroclear Sweden may be made during the period from 11 August 2010, 9:00 CET to and including 27 August 2010, 16:00 CET.

The exercise period for holders of SETs registered with Euroclear Netherlands has not been changed and will end on 1 September 2010, 15:00 CET.  

Revised timetable of the Rights Offering for holders of SETs registered with Euroclear Sweden

Further instructions to shareholders
For further instructions to shareholders regarding the subscription and exercise of rights is referred to the Prospectus available via www.lbi.com.

Shareholders having any questions in relation to the Rights Offering are recommended to contact their bank or stockbroker.

Enquiries

IMPORTANT NOTICE
The LBi shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any of the relevant securities laws of any state or other jurisdiction of the United States. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved of the LBi shares or determined if this document is accurate or complete. Any representation to the contrary is a criminal offence in the United States. The LBi shares will be offered to holders resident in the United States only pursuant to an exemption from the registration requirements of the Securities Act. The LBi shares may not be offered or sold in the United States except pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

This rights issue relates to securities of a Dutch company. The rights issue is subject to disclosure requirements of the Netherlands which are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with Dutch standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

Attachments

Press Release (PDF) (pdf)

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NYSE Euronext Welcomes LBI International to its European Market

Posted by admin August 5th, 2010

Amsterdam, Brussels, Lisbon, London, Paris, August 5, 2010 – As of August 5th LBi International N.V. (LBi), Europe’s largest marketing and technology agency, will be listed solely on NYSE Euronext. The entity is the result of a merger between LBI International AB (formerly dual-listed on Nasdaq OMX Stockholm and NYSE Euronext) and Obtineo Netherlands Holding N.V. The single NYSE Euronext listing of the new entity marks the launch of a much larger, more robust and better-integrated LBi as well as the next phase in LBi’s future. The company provides the full range of digital capabilities, including digital strategy, branded content, service design, media, CRM, technology, managed hosting and support services.

After opening, the first market price (ex-rights) of LBi (ticker symbol: LBI) on NYSE Euronext Amsterdam was € 1.45 per share. Based on the total number of 130,215,208 shares the total market capitalization of the company at opening price amounted to € 189,000,000.

Trading in the rights on NYSE Euronext Amsterdam will commence on 11 August 2010 and will continue until 1 September 2010. Upon completion of the rights offering, the total number of shares outstanding will be approximately 140,000,000.

Luke Taylor, CEO of LBi International N.V. commented: “Given our strong Dutch heritage and the global reach of our business, NYSE Euronext Amsterdam is a logical place for LBi to list. With a listing only on NYSE Euronext, we will be able to target the capital markets more intensively and create better visibility for the company and its shareholders.”

“We are delighted that LBi International N.V chose NYSE Euronext as the market place for their sole listing”, added Cees Vermaas, Chairman of NYSE Euronext Amsterdam. “We are committed to contribute to the further growth and global expansion plans of LBi.

Ronald Kent, Group Executive Vice President and Head of International Listings at NYSE Euronext said: “We look forward to a continuous strong partnership, providing the company and its shareholders with the best level of market quality, services and global brand visibility.”

To mark today’s special occasion, Luke Taylor sounded the gong which denotes the opening of NYSE Euronext’s European market. He was accompanied by LBi International and NYSE Euronext executives and the listing agent.

^{About LBi International N.V.
LBi is the leading European marketing and technology agency, blending insight, creativity and expertise to solve business problems. The largest genuinely full service agency of its kind in Europe, LBi provides the full range of digital capabilities, including digital strategy, branded content, service design, media, CRM, technology, managed hosting and support services. The Company employs over 1,600 professionals in 15 countries located primarily in the major European ,American and Asian business centres, such as Amsterdam, Atlanta, Berlin, Brussels, Copenhagen, London, Milan, Mumbai, New York, Paris and Stockholm.}

^{About NYSE Euronext.
NYSE Euronext (NYX) is a leading global operator of financial markets and provider of innovative trading technologies. The company’s exchanges in Europe and the United States trade equities, futures, options, fixed-income and exchange-traded products. With approximately 8,000 listed issues (excluding European Structured Products), NYSE Euronext’s equities markets – the New York Stock Exchange, NYSE Euronext, NYSE Amex, NYSE Alternext and NYSE Arca – represent one-third of the world’s equities trading, the most liquidity of any global exchange group. NYSE Euronext also operates NYSE Liffe, one of the leading European derivatives businesses and the world’s second-largest derivatives business by value of trading. The company offers comprehensive commercial technology, connectivity and market data products and services through NYSE Technologies. NYSE Euronext is in the S&P 500 index, and is the only exchange operator in the S&P 100 index and Fortune 500. For more information, please visit: www.nyx.com.}

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LBi announces publication of Prospectus and terms of EUR 10 million Rights Offering

Posted by admin July 23rd, 2010

This press release is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong or Japan.
This announcement is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction

LBi announces publication of Prospectus and terms of EUR 10 million Rights Offering

1 for 6 rights offering for LBi shareholders
rights issue underwritten
irrevocable undertakings of 48.4% of existing LBi shareholders
prospectus available as of today

23 July 2010 – LBI International AB (“LBi”), the largest European marketing and technology agency, today announces the launch of a 1 for 6 rights offering of 10,337,212 new ordinary shares (“New Shares”) in LBi International N.V. (“New LBi”) following the merger with Obtineo Netherlands Holding N.V. (“Obtineo”) at an issue price of EUR 1.00 per share. The offer is made through the grant of transferable subscription rights (“SETs”) to holders of ordinary shares in LBi  pro rata to their shareholdings, subject to applicable securities laws and under the terms and conditions set out in the Prospectus as published and available as of today.

As earlier announced, the rights offering follows the merger of LBi with Obtineo and the new listing on NYSE Euronext Amsterdam of the combined entity, which will be renamed LBi International N.V. The listing of New LBi is expected to take place on 5 August 2010. The record date for the rights offering (the “Record Date”) is set at 9 August 2010 (17:40 CET),  trading of the SETs on NYSE Euronext Amsterdam will start on 11 August 2010.

New LBi will raise approximately EUR 10 million (before expenses and applicable taxes) in the rights offering, which is underwritten up to EUR 10 million. The issue price of EUR1.00 per share (the “Offer Price”) has been determined by reference of the quoted share price of LBi and the enterprise value of LBi and Obtineo, which includes bigmouthmedia. The underwriters have received irrevocable undertakings from shareholders representing 48.4% of the total issued shares of LBi.

Existing Obtineo shareholders will not participate in the rights offering, unless and to the extent they hold shares in LBi at the time of the merger becoming effective (expected on 29 July 2010). The rights offering hence provides existing LBi shareholders the opportunity to invest in New LBi at a discount to the combined equity value. The net cash proceeds of the rights offering will be applied to finance new acquisitions in the key markets where the Group intends to grow, amongst which are Asia, the Middle-East and the USA, and will be used for working capital purposes.
The total number of ordinary shares outstanding of the New LBi on NYSE Euronext Amsterdam at the time the New Shares being admitted to trading (expected on 7 September 2010) will be 130,215,208.

Details of the Listing and Delisting

Before the merger between Obtineo and LBi can be executed, LBi will be delisted from NASDAQ OMX Stockholm and NYSE Euronext Amsterdam with last trading day on 26 July 2010. From 27 July up to and including 4 August 2010 shares in LBi cannot be traded.

Existing LBi shareholders will automatically receive shares in LBi International N.V. on 3 August 2010 (ISIN code NL0009508720). The new shares in LBi International N.V. will initially be settled via Euroclear Sweden AB. In order to trade the shares in LBi International N.V. on NYSE Euronext Amsterdam, the shares must first be converted into Euroclear Nederland registered shares. Euroclear Nederland will automatically execute this conversion for admitted institutions that currently hold LBi shares with Euroclear Nederland after delivery of the LBi International N.V. shares. For nominee-registered shareholders in LBi, the nominee may also execute such conversion automatically and without any further actions to be taken by the shareholders. Contact your nominee/account operator if you have any questions regarding the conversion of shares into the system operated by Euroclear Nederland.

Details of the Rights Offering

Holders of Shares registered with Euroclear Nederland

SETs

LBi shareholders as of the record date, which has been set at 9 August 2010 (17:40 CET) are being granted SETs (ISIN code NL0009508738) that entitle such shareholders to subscribe for New Shares at the Offer Price , subject to certain exceptions and applicable securities laws. Each Share that an LBi Shareholder holds immediately at 17:40 (CET) on the Record Date will entitle it to one SET.

Each LBi shareholder as of the Record Date or a subsequent transferee of SETs will be entitled to subscribe for one New Share for every 6 SETs held, subject to applicable securities laws. SETs can only be exercised in multiples of 6. No fractional New Shares will be issued.

Trading of SETs

Trading in the SETs on NYSE Euronext Amsterdam is expected to commence at 09:00 (CET) on 11 August 2010 and will continue until 13:00 (CET) on 1 September 2010, barring unforeseen circumstances. The SETs will be admitted to trading under the symbol “LBIRR”. The transfer of SETs will take place through the book-entry systems of Euroclear Nederland.

To enable trading in the SETs, the admitted institution or nominee through which shareholders hold their Shares should transfer their Shares from Euroclear Sweden to Euroclear Nederland. Shares which are not transferred prior to the Record Date will receive SETs that are registered with Euroclear Sweden. The SETs registered with Euroclear Sweden are not eligible for trading on NYSE Euronext Amsterdam.

Exercise Period

Any LBi Shareholder and any subsequent transferee of SETs may subscribe for New Shares by exercising its SETs from 09:00 (CET) on 11 August 2010 up to 15:00 (CET) on 1 September 2010. The last date and/or time before which notification of exercise instructions may be validly given may be earlier, depending on the financial institution through which the SETs are held.

Holders of Shares registered with Euroclear Sweden and not eligible for trading on Euronext Amsterdam
SETs

LBi shareholders whose Shares are registered with Euroclear Sweden as of the Record Date are being granted SETs (Sw. teckningsrätter) registered with Euroclear Sweden that entitle such shareholders to subscribe for New Shares at the Offer Price Each Share that an LBi Shareholder holds immediately at 17:40 (CET) on the Record Date will entitle it to one SET.

Each LBi shareholder as of the Record Date or a subsequent transferee of SETs will be entitled to subscribe for one New Share for every 6 SETs held, subject to applicable securities laws. SETs can only be exercised in multiples of 6. No fractional New Shares will be issued.

Trading in SETs

There will be no listing of SETs registered with Euroclear Sweden. The ISIN code for the SETs registered with Euroclear Sweden is SE-0003456177. The SETs registered with Euroclear Sweden are not convertible to SETs which are registered with Euroclear Nederland.

Subscription by exercise of SETs

Subscription for New Shares by exercise of SETs registered with Euroclear Sweden may be made during the period from 11 August 2010 9:00 CET to and including 24 August 2010, 15:00 CET. At the end of this exercise period, unexercised SETs will expire and will be removed from the holder’s VP account (or alternatively, service account or capital markets account) without any notification from Euroclear Sweden.

Subscription by directly registered shareholders

Subscription for New Shares by exercise of SETs will be made by way of submitting the special application form named “Application form for subscription with preferential right regarding shares registered with Euroclear Sweden” to Mangold Fondkommission AB (the Issue Agent) (at the address stated below) together with simultaneous payment in accordance with the instructions below. Payment for the subscribed New Shares shall be made in EUR simultaneously when sending in the application form.

Subscription Agent/Issuing Agent

SNS Securities N.V. will act as Subscription Agent for the subscription rights settled by Euroclear Nederland. Mangold Fondkommission AB has been appointed as Issuing Agent to handle the subscription applications submitted by shareholders holding subscription rights which are subject to settlement within the VPC system of Euroclear Sweden.

Timetables of (de-)listing and subsequent  Rights Offering

Important dates concerning the listing and delisting

Important dates concerning the rights issue for holders of shares registered with Euroclear Nederland

Important dates concerning the rights issue for registered shareholders via the VPC system of Euroclear Sweden

Further instructions to shareholders
For further instructions to shareholders regarding the subscription and exercise of rights is referred to the Prospectus available as of today via www.lbi.com. In the Prospectus a clear distinction is made between (1) instructions to holders of Shares registered with Euroclear Nederland and traded on NYSE Euronext Amsterdam and (2) instructions to holders of Shares registered with Euroclear Sweden and not eligible for trading on NYSE Euronext Amsterdam.

Shareholders having any questions in relation to the admission to listing on NYSE Euronext Amsterdam or the Rights Offering are recommended to contact their bank or stockbroker.

Availability of Prospectus
The Prospectus regarding admission to listing and the Rights Offering is available today on www.lbi.com. The printed document may be ordered by e-mail at annemarie.debont@lbi.com or tel. +31 20 460 4500.

Enquiries

Notes to Editors
The information contained in this press release is such that LBi is obligated to publish in accordance with the Securities Markets Act and the Financial Instruments Trading Act. The information was submitted for publication on 23 July at 11.00 CET.

IMPORTANT NOTICE
The LBi shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any of the relevant securities laws of any state or other jurisdiction of the United States. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved of the LBi shares or determined if this document is accurate or complete. Any representation to the contrary is a criminal offence in the United States. The LBi shares will be offered to holders resident in the United States only pursuant to an exemption from the registration requirements of the Securities Act. The LBi shares may not be offered or sold in the United States except pursuant to an exemption from the Securities Act or in a transaction not subject to the
registration requirements of the Securities Act.

This merger and the rights issue relates to securities of a Dutch and a Swedish company. The merger and the rights issue are subject to disclosure requirements of the Kingdom of Sweden and the Netherlands which are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with Swedish and Dutch standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

Attachments

PDF press release (pdf)

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