CMGI Cmgi (MM)

CMGI�, Inc. (NASDAQ: CMGI), a global leader in supply chain management services, and Open Channel Solutions, Inc. (OCS), a leading global provider of entitlement and e-business management solutions, today announced that they have entered into a definitive agreement under which CMGI will acquire Open Channel Solutions, Inc. The all cash transaction values OCS at $24.5 million, is subject to customary closing conditions and is expected to close during CMGI�s fiscal third quarter. CMGI will pay a net purchase price of $11.0 million due to a minority interest in OCS and the repayment of debt it currently holds. CMGI expects the transaction to be neutral to earnings per share in fiscal 2008 and accretive thereafter. OCS provides solutions that manage entitlements for software licenses, maintenance and support subscriptions, hardware features and rights-managed content. OCS� solutions, including its Poetic� software product, will enhance the supply chain management services provided by ModusLink�, CMGI�s supply chain services business, by managing the entitlements associated with both physical and electronic delivery of digital content. OCS will also extend ModusLink�s e-commerce capabilities for digital content distribution. The addition of these capabilities to ModusLink�s service portfolio enables the company to offer efficient post-sale electronic delivery of digital content such as software downloads, electronic configuration and downloads of other audio, video and data content for technology devices. �In today�s high-tech marketplace, the lines between the physical and electronic supply chain continue to blur,� said Joseph C. Lawler, chairman, president and chief executive officer of CMGI. �Vendors and consumers expect a seamless and customized delivery experience across hardware, software, content and services. Today�s announcement is consistent with our strategy to add capabilities and services that strengthen the value proposition of our core supply chain management business. OCS is well-established in the marketplace and brings new technological capabilities that we look forward to adding to our global supply chain solutions.� The combination of OCS and CMGI is designed to meet the high-tech market�s need for a partner who can support both physical and electronic distribution requirements while managing the complexity of selling through traditional and electronic channels efficiently. The integration of OCS� capabilities, when applied to ModusLink�s large global footprint, represents a strong commitment to meeting the evolving needs of the market. �High-tech vendors need solutions that extend past the traditional models,� said Ed Rose, president and chief executive officer of Open Channel Solutions. �This new partnership represents a real change in how technology and supply chain services can be combined to address today�s business issues with a market-leading solution. Being part of a larger organization will allow us to grow our technology lead while integrating with the worldwide services platform at ModusLink. Working with ModusLink provides our company with access to global operations and a broad set of resources that will enable us to accelerate our success in this high-growth marketplace.� OCS has headquarters in Dedham, Massachusetts, and offices in Utah, the Netherlands, Japan and Australia. OCS is expected to operate as a wholly owned subsidiary of CMGI. OCS was spun out of Modus Media International in 2001. Following CMGI�s acquisition of Modus Media International in 2004, CMGI assumed a minority interest in OCS, which is currently held by CMGI�s venture capital business, @Ventures. Lawler continued, �Due to our past involvement with OCS through @Ventures, we are very familiar with the company�s operations, technology and market opportunities for entitlement and e-business management solutions, and we expect a smooth integration. Looking forward, we continue to consider acquisitions that will further strengthen our supply chain offering and contribute to our future financial performance.� About CMGI CMGI, Inc. (NASDAQ: CMGI), through its subsidiary ModusLink, provides industry-leading global supply chain management services and solutions that help businesses market, sell and distribute their products around the world. In addition, CMGI�s venture capital business, @Ventures, invests in a variety of technology ventures. For additional information, visit www.cmgi.com. About Open Channel Solution Open Channel Solutions (OCS) is a leading global provider of entitlement and e-business management solutions, including its flagship Poetic� product. The company�s self-service offerings help organizations increase software renewal revenues; extend their reach and manage sales in the growing SMB market through multi-tiered channels; effectively distribute electronic software and content; and eliminate costly, inefficient e-business IT processes. OCS is headquartered in Dedham, Massachusetts, and has offices in Utah,�the Netherlands, Japan and Australia. For more information, visit www.ocs.com. About ModusLink ModusLink Corporation is a leading provider of global, end-to-end supply chain management solutions. The company provides technology clients in the software, computing, consumer electronics, storage and communications markets with customized supply chain solutions that improve time-to-market, productivity and customer satisfaction while reducing risk and cost. ModusLink's services include consulting and planning, sourcing and supply base management, manufacturing and product configuration, fulfillment, logistics management, e-commerce and the complete range of aftermarket services. ModusLink has more than 30 facilities in 13 countries, creating the largest global footprint in the industry. With headquarters in Waltham, Massachusetts, the company is a subsidiary of CMGI, Inc. (NASDAQ: CMGI). For additional information, visit www.moduslink.com. This release contains forward-looking statements, which address a variety of subjects including, for example, the expected benefits of the transaction, the expected financial contribution of OCS and the expansion of capabilities expected to occur as a result of the transaction. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: The transaction is subject to the satisfaction of closing conditions and events may occur which cause the transaction not to be completed; There can be no assurance that projected financial results will be attained; There can be no assurance that other suitable acquisitions will be identified or available on terms acceptable to CMGI; CMGI's success depends on its ability to execute on its business strategy and the continued and increased demand for and market acceptance of its solutions and services; CMGI may not be able to expand its operations in accordance with its business strategy; CMGI may experience difficulties integrating technologies, operations and personnel in accordance with its business strategy; CMGI derives a significant portion of its revenue from a small number of customers and the loss of any of those customers would significantly damage its financial condition and results of operations; increased competition and technological changes in the markets in which CMGI competes; and risks associated with international operations. ModusLink represents a significant percentage of CMGI's operations and the occurrence of any of the foregoing factors with respect to ModusLink�s business may have an adverse effect on CMGI�s results of operations and financial results. For a detailed discussion of cautionary statements that may affect CMGI's future results of operations and financial results, please refer to CMGI's filings with the Securities and Exchange Commission, including CMGI's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Forward-looking statements represent management's current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us. CMGI is a registered trademark of CMGI, Inc. and ModusLink is a registered trademark of ModusLink Corporation. All other company names and products are trademarks or registered trademarks of their respective companies.