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Greenfield Buys CIAO

April 7 2005
Greenfield Online has announced the completed acquisition of fellow online survey specialist Ciao AG for cash plus shares to a total value of c.$150 million. The move creates a major new global force in Internet panel research.

The $150m consists of €57.7m in cash and 3,947,367 shares of Greenfield Online common stock valued at $19.00 per share. The amount is subject to certain post closing adjustments. The acquisition is expected to be accretive to 2005 and future years' earnings per share.

Greenfield's principal aim is to accelerate the growth of its market share in Europe: 'From a revenue perspective, we believe Ciao AG is the largest independent survey research provider in Europe' says Greenfield President and CEO Dean Wiltse, 'with an established online community that spans fifteen countries and a large, diverse client base. Together Greenfield Online and Ciao AG have the global panel capabilities, the sales and delivery teams and technology infrastructure to meet our worldwide clients' broad data collection requirements'.

Greenfield will also adopt Ciao's online community platform as a model for its US panels. Wiltse says the platform has delivered success for Ciao 'in terms of their ability to recruit, retain and entertain panelists'. Ciao recruits for its panel through a variety of other sources, including partnerships with major ISPs, banner ads and text links on affiliate sites, but its own site and online community are the key.

Ciao is headquartered in Munich, Germany and in 6 years since its founding has grown to 150 employees. It has four other European offices in London, Paris, Madrid, and Timisoara, Romania, as well as a small office with 5 employees in the US. Ciao saw exceptional growth in 2004:
  • revenue up 80% on the previous year to c.€18.1m ($22.5m USD)
  • operating income doubling to c.€6.9m ($8.6m)
  • EBITDA up 91% to €7.3m ($9.1m)
  • marketing research client base almost doubling to 210 companies.

Ciao's online community sites in Europe have over 10 million unique visitors per month, across five different countries (Germany, France, UK, Italy and Spain), and are unusually interactive with participants writing product reviews as well as taking surveys. In addition to these five countries, the acquisition gives Greenfield increased reach across Sweden, The Netherlands, Poland, Belgium, Austria, and Switzerland.

According to Max Cartellieri, Ciao AG's Co-CEO, the two companies are coming together at 'a very opportune time... the online survey market is growing rapidly as more and more clients worldwide demonstrate a preference for online research'.

Greenfield will use Ciao's Munich headquarters as its European centre of operations, and Wiltse says that Ciao's experienced European management team will help Greenfield to accelerate the growth of its business globally. Ciao's four managing directors will join Greenfield in management roles, with Cartellieri becoming Greenfield's Executive VP of Integration and Co-Founder Frederick Paul its Executive VP of Online Communities. Gunnar Piening, Ciao's MD Online Surveys, becomes Greenfield Online's Senior VP European Sales and Operations while Ciao's MD France Nicolas Metzke will be Greenfield's Senior VP European Panel.

Ciao AG shareholders in aggregate will own approximately fifteen percent of Greenfield's total outstanding common stock. Cartellieri and Paul receive 250,000 and 200,000 shares, respectively, and Piening and Metzke 45,000 shares each. The shares issued in the transaction were not registered and, accordingly, are 'restricted securities' under the U.S. federal securities laws.

The Company has scheduled a conference call to discuss this acquisition for 8:30 AM ET (1.30pm in the UK) today, Thursday, April 7, hosted by Dean Wiltse, with a live web cast at www.greenfield.com through the 'Investor Overview' link.