For Immediate Release - 4:00 PM, July 2, 2002
NEW YORK – 24/7 Real Media, (Nasdaq: TFSM), a leader in interactive marketing, today announced that it has secured an investment of at least $5 million in equity funding from Sunra Capital Holdings Limited, an investment vehicle advised by Merchants Group International, a San Francisco based investment firm. Sunra has an option to increase its investment by an additional $2 million.
“We are elated to have found Sunra as a financial partner for 24/7 Real Media,`` said David J. Moore, Chairman and Chief Executive Officer of 24/7 Real Media. “As we continue to move toward break-even operating results, it has become clear that we are effectively executing on our turnaround strategy. This significant investment from a media-savvy, international investor is a tremendous validation of our strategy and provides the cushion we needed to be able to assure our investors, employees and customers that 24/7 Real Media will continue to be a leader in the online advertising industry for the foreseeable future.”
“24/7 Real Media’s senior management team has done a commendable job at weathering the past two years”, said Joseph W. Waechter, Managing Director of Sunra. “With the interactive advertising market beginning to recover, and after extensive financial, strategic, and technical due diligence, we feel that 24/7 Real Media represents a tremendous investment opportunity for us. Sunra eagerly looks forward to being a long-term financial partner for 24/7 Real Media.”
24/7 Real Media issued to Sunra $1.6 million of Series A Convertible Preferred Stock, convertible into common stock of the Company at $0.20535 per share. Additionally, the Company issued $3.4 million of Series A-1 Nonvoting Convertible Preferred Stock, which will automatically be converted into an equivalent amount of Series A Convertible Preferred Stock upon approval of the stockholders of the Company at a stockholders’ meeting to be called in the third quarter, or redeemable at the option of the holder if stockholder approval for conversion is not obtained.
The Company also issued to Sunra a warrant to acquire up to 780,000 shares of common stock that is immediately exercisable, a warrant to purchase up to 1,656,000 shares of common stock that becomes exercisable only upon conversion of the Series A-1 Stock into Series A Stock, and a warrant to purchase up to 1,000,000 shares of common stock that becomes exercisable only if the Series A-1 preferred is not converted. All warrants are exercisable for five years at an exercise price of approximately $0.205 per share. The Company is obligated to file a resale registration statement to cover the shares of Common Stock underlying the Series A Convertible Preferred Stock and warrants held by Sunra.
Sunra’s option to acquire an additional $2 million of Series A Convertible Preferred Stock is also subject to stockholder approval and may be exercised until five days prior to the stockholders’ meeting. In connection with the investment, Mr. Waechter was named to 24/7 Real Media’s Board of Directors.
About 24/7 Real Media, Inc.
24/7 Real Media provides marketing and technology solutions to online marketers and publishers to maximize customer relationships and revenue. Our products and services include: Internet ad serving technology, online media representation, integrated marketing solutions comprised of network and site specific advertising, online promotions and search engine optimization. For more information, please visit our Web site: www.247realmedia.com.
Contact: 24/7 Real Media, Mark Naples, 917.514.2456, mark.naples@247realmedia.com.
Caution concerning forward-looking statements:
This news release includes certain ``forward-looking statements`` within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management`s current expectations and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to changes in economic, business, competitive and/or regulatory factors. More detailed information about those factors is set forth in the most recent quarterly report and other filings with the Securities and Exchange Commission made by the companies named herein. In addition, the following factors, among others, could cause actual results to differ materially from those described herein: the potential for impairment of relationships with employees or customers, the costs related to doing business in the interactive advertising industry, the risk that the conversion of the Series A-1 Preferred Stock will not be approved by the Company`s stockholders, and any competitive and/or regulatory factors affecting the businesses of 24/7 Real Media. The Company is not under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
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