MTS to Acquire Vexigo Ltd.

MTS - Mer Telemanagement Solutions Ltd. (Nasdaq Capital Market: MTSL), a global provider of mobile virtual network enabler (MVNE), mobile money and telecommunications expense management (TEM) solutions and services, today announced that it has signed a definitive agreement to acquire Vexigo Ltd. ("Vexigo"), a privately-held Israeli-based software company supporting video advertising over the internet and mobile devices, which will continue to operate as a wholly-owned subsidiary of MTS. Under the terms of the agreement, MTS will acquire 100% of the outstanding shares of Vexigo. MTS will pay cash consideration of $4 million, consisting of the payment of $3 million at closing and two payments of $500,000 each that will be paid three months and six months following the closing date. In addition, at closing MTS will issue 40% of MTS's outstanding ordinary shares post-closing to Vexigo's shareholders. The agreement further provides for earnout payments of up to $16 million over a 5.5 years period from the closing date, based on the earnings of the Vexigo product line. According to Vexigo's unaudited financial results as of September 30, 2014, revenues for the nine months period ended September 30, 2014 were $6.6 million, compared with $3.2 million during full year 2013. Operating income for the nine months ended September 30, 2014 was $2.5 million compared with an operating loss of $140 thousand during full year 2013. Net income for the nine months ended September 30, 2014 was $2.2 million compared with a net loss of $119 thousand during full year 2013. "We are excited about this acquisition which we believe will benefit our customers, partners, employees and shareholders." said Lior Salansky, CEO of MTS. "With this acquisition, we believe that we will have the scale and resources to expand our market position. The Vexigo team, who will continue their employment with Vexigo after the transaction closes, have developed a compelling technology and built a profitable company that is at the forefront of the online and mobile content visualization and online video advertising business. This new line of business will diversify our existing portfolio of telecom products and services; IoT solutions, cloud solutions and big data solutions. We intend to continue to strengthen our portfolio of products that help customers reduce costs, increase revenues and gain a competitive advantage in their markets." "This transaction is in line with our business objectives and it is an important step in carrying out our strategy to enhance our business and increase shareholder value by making accretive acquisitions and entering into new business areas" said Mr. Chaim Mer, Chairman of the Board of the Company. The acquisition is expected to be completed on or before April 10, 2015. The acquisition is subject to customary closing conditions, including the approval of the transaction at an extraordinary meeting of the shareholders of MTS that is expected to be held in the first quarter of 2015.