PEARL RIVER,
N.Y.--(BUSINESS WIRE)--Jan. 27, 2005--Traffix, Inc. (NASDAQ:TRFX),
a leading on-line marketing company, today announced that it
has acquired Hot Rocket Marketing Inc., a privately held
on-line media and marketing agency based in New York.
Founded four years ago by current President and CEO, Mark
Colacioppo, Hot Rocket purchases Internet advertising media
from numerous sites and networks, and provides its clients
with this vast inventory of Internet advertising media on a
per impression and performance basis. Hot Rocket currently
purchases hundreds of millions of advertising impressions
reaching over 25 million users world-wide, on a monthly
basis.
Commenting on Hot Rocket's business, Mr. Jeffrey
Schwartz, CEO of Traffix, stated, "Mark and his team at Hot
Rocket are part of a new breed of Internet media pioneers
who are uniquely adept at arbitraging all forms of the
billions and billions of advertising impressions available
on the Internet in the US and abroad. After working closely
with Hot Rocket on a number of initiatives during the past
year, we believe they are a perfect compliment to our
existing business. Their unique blend of speed to market,
Internet savvy, and direct marketing discipline, together
with Traffix's broad reach and infrastructure should enable
us to accelerate our core growth and capitalize on a variety
of opportunities across the rapidly evolving Internet media
landscape."
Commenting on the acquisition, Mr. Schwartz added, "Since
our acquisition of the search engine marketing firm
SendTraffic last July, we began focusing on an acquisition
of another Internet media company that would compliment our
core competency of maximizing the value of website traffic,
and also enhance our ability to attract cost-effective
website traffic. Hot Rocket is already test marketing in its
media a modified version of our ad-serving optimization
technology in order to generate more traffic to Traffix's
websites and for its clients. We believe that the extended
media reach, expanded sales force and enhanced client base
resulting from this acquisition gives Traffix the synergies
we were seeking and the added benefit of Mark Colacioppo's
operational experience, successful track record and unique
entrepreneurial spirit." Mr. Schwartz added, "In many ways,
Hot Rocket's business is similar to Advertising.com, a
company that was recently acquired by AOL-Time Warner."
Traffix reported that it expects Hot Rocket to generate
approximately $6 million in revenue and $1 million of EBITDA
(1) in the twelve month period following the closing.
Traffix also reported that after the closing, it will still
have cash and marketable securities on its balance sheet of
over $30 million.
Under the terms of the acquisition agreement, Traffix
paid $3.532 million at the closing for Hot Rocket's assets
(other than cash and receivables), $2.832 million of which
was paid in cash and the balance in shares of Traffix common
stock. In addition, Traffix agreed to pay Hot Rocket up to
an additional $12.5 million in contingent purchase price if
Hot Rocket generates an aggregate of $27 million in EBITDA
over the four year period following the closing. The
contingent purchase price is payable in semi-annual and
annual installments pursuant to a formula based on meeting
certain graduating EBITDA targets. Traffix may pay, at its
option, up to 50% of the contingent purchase price, if any
is earned, in stock (subject to certain conditions and
limitations), with the share price determined on or about
the time of its issuance. In connection with the acquisition
by Traffix, the founder of Hot Rocket, Mark Colacioppo,
entered into a five-year employment contract.
Hot Rocket's President and CEO, Mr. Mark Colacioppo,
commented, "This is a tremendous opportunity for us to take
Hot Rocket to a new level. By leveraging the technological
and marketing horsepower of Traffix, we expect to grow our
business much more rapidly than on our own. Some of the new
business areas that we anticipate for Hot Rocket in 2005 are
based on programs recently developed with Traffix. We
anticipate major growth opportunities in the on-line
advertising industry, and believe that Hot Rocket will
capitalize on these situations as we have in the past." Mr.
Colacioppo continued, "We looked at a number of
opportunities for Hot Rocket and felt this was the best fit
for many reasons. I see tremendous untapped value in what
Traffix has created, and I believe we can help them realize
the true value of their assets. I am excited about working
with this seasoned and disciplined management team."
The President and CEO of Hot Rocket Marketing, Mr. Mark
Colacioppo, began his Internet marketing career in 1996 when
he launched the merchandise side of the PCH.com (Publishers
Clearing House) website. While at Publishers Clearing House,
he worked extensively with former PCH executive, Ken
Auerfeld, who is now Traffix's Chief Marketing Officer. In
1999, Mr. Colacioppo co-founded Network60, Inc. where he
developed several highly visited and profitable websites
including OneStopWinning.com which was subsequently acquired
by About.com. In 2000, after Network 60 was acquired, Mark
started Hot Rocket Marketing.
Traffix also noted that it expects to announce its fiscal
fourth quarter and 2005 year end results the week of
February 14th.
About Traffix, Inc:
Traffix is a leading Internet media and marketing company
that owns and operates a vast network of entertaining web
destinations that provide compelling content to millions of
consumers. Traffix serves highly targeted advertisements
throughout its network via its proprietary ad-serving
optimization technology, yielding measurable results for its
clients. Traffix is a member of the ESPC division of the NAI,
an organization committed to providing consumers with clear
explanations of Internet advertising practices. For more
information about Traffix, Inc., visit the website @
www.traffixinc.com.
About Hot Rocket Marketing Inc:
Hot Rocket is a full-service online marketing agency,
helping advertisers, publishers, brokers and agencies
achieve their goals. Its services include buying and selling
all forms of online media in the US and internationally,
search engine marketing, consulting, creative development,
email list management as well as ad serving and reporting,
and has a particular expertise in managing targeted
contextual advertising. For more information about Hot
Rocket Marketing, Inc. visit the website @
www.hotrocketinc.com.
This release contains certain forward-looking statements
and information relating to Traffix that are based on the
beliefs of Traffix's management, as well as assumptions made
by and information currently available to the Company. Such
statements reflect the current views of the Company with
respect to future events including estimates and projections
about Traffix's business based on certain assumptions of
Traffix's management, including those described in this
Release. These statements are not guarantees of future
performance and involve risk and uncertainties that are
difficult to predict, including changes in demand for the
Company's services and products, changes in technology and
the regulatory environment affecting the Company's business,
and difficulties encountered in the integration of acquired
businesses. Should one or more of these underlying
assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated,
believed, estimated or expected. The Company does not intend
to update these forward-looking statements.
You may register to receive Traffix's future press
releases or to download a complete Digital Investor Kit(TM)
including press releases, regulatory filings and corporate
materials by clicking on the "Digital Investor Kit(TM)" icon
at www.kcsa.com.
(1) "EBITDA" means earnings before interest, income
taxes, depreciation and amortization.
CONTACT: Traffix, Inc.
Joshua B. Gillon, 845-620-1212 ext. 205
joshg@traffixinc.com
or
KCSA
Todd Fromer/ Erika Levy, 212-682-6300 ext. 215/208
tfromer@kcsa.com /elevy@kcsa.com
http://www.kcsa.com
SOURCE: Traffix, Inc.