Full Press Release Details
| FOR IMMEDIATE RELEASE | CONTACT: | Nicola Piggott for Press Inquiries |
| February 4, 2008 | Nicola.Piggott@hillandknowlton.com | |
| 310-633-9478 | ||
| . | R aymond Musci for New Motion, Inc | |
| raym@newmotioninc.com | ||
| 949-777-3700 | ||
| . | Daniel Harvey for Traffix, Inc | |
| danh@traffixinc.com | ||
| 845-620-1212 |
MOTION, INC. COMPLETES TRANSACTION WITH TRAFFIX, INC.
YORK, NY & IRVINE, CA -
Motion, Inc. (NASDAQ: NWMO) announced today that it has completed its
transaction with Traffix, Inc. pursuant to the Merger Agreement between the
companies dated September 26, 2007. As a result of the closing of the
transaction, Traffix, Inc. became a wholly owned subsidiary of New Motion.
Immediately following the consummation of the merger, Traffix stockholders
own approximately 45% of the capital stock of New Motion, on a fully-diluted
basis. Each issued and outstanding share of Traffix common stock was converted
into the right to receive approximately 0.676 shares of New Motion common stock
based on the capitalization of both companies on the closing date of the
immediately, New Motion will commence trading on The NASDAQ Global Market under
the symbol "NWMO" and Traffix will cease to be traded as an independent company
on the NASDAQ Global Market.
Traffix and New Motion maintain websites and other valuable digital content
provides a high quality online user experience for each company's respective
users and subscribers. New Motion's current content
organized into four strategic services -- digital music, casual games,
sweepstakes, and community and lifestyle.
Traffix's current content includes lifestyle and consumer interest content,
music downloads, games and sweepstake contests.
of both companies believe that combining this content into a single combined
company portfolio will yield benefits to the combined company, including
improving the overall quantity and quality of content accessed by users and
subscribers, which should lead to longer subscription terms and a more
attractive customer value proposition. These benefits are expected to inure
the stockholders of the combined company through improvements in the combined
company's competitive position vis- -vis its competitors and a greater level of
revenues and higher profitability than each entity would have as a standalone
transaction combines two highly complementary companies into a digital
advertising and entertainment network. We are now able to further leverage
growing convergence trend between the online and wireless mediums," said Burton
Katz, chief executive officer of New Motion. "Our advantage - similar to
traditional media companies - lies in our proven business model where we
efficiently monetize consumer audiences with both direct billing and third
advertising. The chemistry that the combined team has already established only
furthers my excitement for the new company."
Inc., including its subsidiaries, maintains offices in the United States and
Canada. The combined company will be headquartered in New York, NY. In the
coming weeks, a new web site will be available on the newly merged
Motion, Inc. (NASDAQ: NWMO) is a mobile entertainment and Internet media company
providing a broad range of digital and mobile products. New Motion,
Inc. combines and applies the power of the Internet, the latest in
mobile technology, and traditional marketing/advertising methodologies to four
strategic services -- digital music, casual games, sweepstakes, and community
and lifestyle. Brands include Altnet, a mobile legal music download
service featuring original artists, GatorArcade, a premium online and mobile
gaming site, Bid4Prizes, a low-bid mobile auction game, and iMatchUp, one of
first integrated web-mobile dating services. Headed by a team of Internet,
media, entertainment and technology professionals, New Motion, Inc. was founded
in 2005 and is headquartered in Irvine, California with technology assets in
Seattle. New Motion, Inc. was recently called "a
their mobile content capabilities were named a "rival to those of
their mainstream-media counterparts" by Wired
more information, please visit www.newmotioninc.com.
release includes forward-looking statements, including those regarding the
anticipated financial results, reach, capabilities and opportunities for the
combined company, future products and services, expected benefits to merchants
and other customers, market opportunities and expected customer base. These
statements are based on certain assumptions and reflect our current
expectations. Statements including words such as "anticipate," "propose,"
"estimate," "believe" or "expect" and statements in the future tense are
forward-looking statements. These forward-looking statements involve known
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements to differ materially from any future
results, performance, or achievements discussed or implied by such
forward-looking statements. Some of the factors that could cause results to
differ materially from the expectations expressed in these forward-looking
statements include the following: disruption from the transaction making it
difficult to maintain relationships with customers, employees or suppliers;
risks related to the successful offering of the combined company's products and
services; the risk that the anticipated benefits of the merger may not be
realized; and other risks that may impact New Motion's and Traffix's businesses,
some of which are discussed in the companies' reports filed with the Securities
and Exchange Commission (the "SEC") under the caption "Risks That Could Affect
Future Results" or "Risk Factors" and elsewhere, including, without limitation,
each of New Motion's and Traffix's Quarterly Reports on Form 10-QSB or 10-Q, as
applicable. Additional risks associated with the proposed transaction are set
forth in the companies' joint proxy statement/prospectus under the caption "Risk
Factors". Copies of New Motion's and Traffix's filings with the SEC can be
obtained at the SEC's website at www.sec.gov.
also obtain New Motion's reports through its website at http://www.newmotioninc.com
Traffix's reports through its website at http://www.traffixinc.com.
forward-looking statement is qualified by reference to these risks,
uncertainties and factors. If any of these risks or uncertainties materializes,
the potential benefits of the merger may not be realized, the operating results
of New Motion could suffer, and actual results could differ materially from
expectations described in these forward-looking statements. Forward-looking
statements speak only as of the date of the document in which they are made.
These risks, uncertainties and factors are not exclusive, and New Motion
undertakes no obligation to publicly update or revise any forward-looking
statements to reflect events or circumstances that may arise after the date