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Recommended Cash Offer by office2office for TripleArc

Friday, April 18, 2008

Press release from the issuing company

April 17, 2008

- The Boards of o2o and TripleArc are pleased to announce the terms of a recommended cash offer of 6 pence per TripleArc share to be made by Olive 1 Limited (a wholly owned subsidiary of o2o) for the entire issued and to be issued share capital of TripleArc.

- The Offer values the existing issued share capital of TripleArc at approximately £12.4 million.

- The Offer represents a premium of approximately 135.3 per cent. over the closing price of 2.55 pence per TripleArc share on 15 April 2008 (being the last business day prior to the announcement by TripleArc of a possible offer for TripleArc).

- o2o is a leading independent business supplies, managed services and integrated supply chain company operating in the UK and Republic of Ireland markets.

- TripleArc provides print management and business process outsourcing services in relation to all forms of printed communication and aims to deliver savings and efficiencies to its clients across marketing, corporate and other communication expenditure. UK print management and BPO are significant and growing markets. The UK print market itself is estimated to be worth in excess of £14 billion and TripleArc operates in product segments which represent a substantial proportion of this.

- For the year ended 31 December 2007, TripleArc reported earnings before interest, tax, amortisation, exceptional costs, share option expense and loss on disposal of subsidiary undertaking of £2.6 million (2006: £2.5 million). TripleArc's net debt at 31 December 2007 amounted to £13.6 million.

- TripleArc will form the core of the Enlarged group's business services division and the Acquisition is an important first step in the creation by o2o of a significant presence in the business services sector.

- The TripleArc Directors, who have been so advised by Europa Partners, consider the terms of the Offer to be fair and reasonable. In providing advice to the TripleArc Directors, Europa Partners has taken into account the commercial assessments of the TripleArc Directors.

- The TripleArc Directors will unanimously recommend that TripleArc shareholders accept the Offer as they have irrevocably undertaken to do or procure to be done in respect of their own beneficial holdings of TripleArc shares, representing, in aggregate, 3.21 per cent. of TripleArc's existing issued share capital.

- In addition, o2o has received irrevocable undertakings from certain other TripleArc shareholders to accept the Offer in respect of TripleArc shares representing in aggregate 11.05 per cent. of TripleArc's existing issued share capital.

- A non-binding letter of intent has been received to accept the Offer in respect of TripleArc shares representing 19.22 per cent. of TripleArc's existing issued share capital.

- In total therefore, irrevocable undertakings and letters of intent  to accept the Offer have been received by o2o in respect of TripleArc shares representing in aggregate 33.48 per cent. of TripleArc's existing issued share capital.

- The Acquisition of TripleArc is conditional, inter alia, on the approval of o2o shareholders.

Commenting on the Offer, Simon Moate, Chief Executive Officer of o2o, said:

"TripleArc is a leading player in the print management and business process outsourcing sectors with, we believe, a strong and sustainable business model, providing an excellent platform for growth.  However, its ability to capitalise on growth opportunities has been hampered by historical debt issues.  These issues will immediately be alleviated on acquisition by o2o and we are confident that TripleArc will considerably accelerate our growth in the business services arena.

The management of TripleArc is very enthusiastic about being part of o2o and we look forward to supporting their ambitious growth plans.  o2o currently has a small print management offering, which will be integrated into TripleArc.  This, combined with immediate synergies, gives the Enlarged group greater balance with a highly complementary product and service offering."

Jason Cromack, Chief Executive Officer of TripleArc, commented:

"I am delighted that we have reached agreement for TripleArc to become part of the o2o group and believe this deal provides certainty and value for our shareholders and excellent opportunities for our management and employees.  TripleArc's businesses will accelerate o2o's existing growth plans as o2o will provide TripleArc with a wider opportunity to take on larger new business opportunities from a position of financial strength that previously eluded us due to our relatively high levels of debt.  There is also a significant opportunity for the Enlarged group to benefit from cross selling its combined services across its customer base and for TripleArc's customers to benefit from the logistics and distribution network of o2o."

 

 

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