Affinion Group, Inc. Announces Agreement to Acquire Prospectiv, Owner of Daily Deal Innovator Eversave

STAMFORD, Conn., July 14, 2011 /PRNewswire/ -- Affinion Group, Inc. ("Affinion" or the "Company"), a global leader in customer engagement solutions that enhance and extend the relationship and loyalty of millions of consumers of financial service, retail, hospitality and e-commerce companies, announced today that it has signed an agreement to acquire Prospectiv Direct, Inc. ("Prospectiv"), a pioneer in online performance marketing and operator of the one of the leading daily deal websites in the United States.  

Through its suite of innovative products and proprietary technologies, Prospectiv, which was founded in 1999, creates engagement between targeted consumer audiences and many of the world's leading brands.  Prospectiv also owns and operates Eversave, which offers deals from local businesses including restaurants, spas, family activities and retailers in 20 markets across the country, including Boston, Baltimore, Philadelphia, Washington D.C. and San Antonio, as well as at a national level with selected merchants.  Eversave connects those businesses with a highly targeted and lucrative audience of female consumers.

Eversave differentiates its offering by building valuable, long-term relationships between merchants and consumers.  It offers comprehensive merchant support services and innovative customer retention programs, including Eversave Extras, which rewards consumers for performing certain actions like reaching a specific spending level or booking a subsequent follow-up appointment when redeeming their daily deal vouchers.

"Through Affinion's existing programs and services, we provide consumers with a broader discount network than what is available through any other provider, and we offer more individual coupons than any other service, delivered conveniently to users via their mobile devices for use right at the point-of-sale," said Nathaniel J. Lipman, Affinion's Chairman and Chief Executive Officer.  "With the addition of Eversave to our portfolio, we have the opportunity to accelerate our vision of bringing this degree of convenience and scale into the daily deal marketplace, while also adding a world-class roster of clients in Prospectiv's traditional lead generation business."

"Obviously we are very excited to join forces with Affinion," said Jere Doyle, CEO of Prospectiv.  "This move allows us to accelerate our growth and bring new and even more innovative services to market that will drive stronger relationships between consumers and local merchants."

The transaction, which provides for an initial purchase price payment of $30 million, is subject to customary purchase price adjustments at closing and provides for additional earn-out and related compensation arrangements if certain performance targets are achieved over the next two fiscal years.  The majority of any payments made with respect to any earn-out would be expected to take the form of stock in Affinion Group Holdings, Inc.  Prospectiv's management team and associates are expected to continue to work with the combined company.  

The transaction is subject to the receipt of customary regulatory approvals and is expected to close during the third quarter of 2011.

Affinion expects to finance the transaction with available cash on hand.  The acquisition is expected to be accretive to the Company, on an Adjusted EBITDA basis, beginning in 2012.

About Affinion Group, Inc.

As a global leader with almost 40 years of experience, Affinion Group enhances the value of its partners' customer relationships by developing and marketing loyalty solutions. Leveraging its expertise in customer engagement, product development and targeted marketing, Affinion provides programs in subscription-based lifestyle services, personal protection, insurance and other areas to help generate increased customer loyalty and significant incremental revenue for more than 5,550 marketing partners worldwide, including many of the largest and most respected companies in financial services, retail, travel, and Internet commerce. Based in Stamford, Conn., the company has approximately 4,150 employees throughout the United States and in 16 other countries, primarily in Europe, and markets in 16 countries globally. Affinion holds the prestigious ISO 27001 certification for the highest information security practices, is PCI compliant and Cybertrust certified. For more information, visit www.affinion.com.

About Prospectiv Direct, Inc.

Prospectiv is an online performance marketing pioneer with an expertise in connecting women to brands. With trusted experience and proven success in consumer acquisition, Prospectiv helps create true brand engagement that results in qualified marketing leads for advertisers and incremental revenue streams for Web publishers. The company offers a suite of innovative products and advanced proprietary technology that are customizable, flexible, measurable and analytical to help achieve campaign goals. The company works with the world's leading brands from Fortune 1000 companies such as Procter & Gamble, Wal-Mart, Pfizer and Disney, as well as leading Web publishers that include Publishers Clearing House, IAC and WhitePages.  Prospectiv also owns and operates Eversave, a leading "daily deal" program.  Founded in 1999, Prospectiv is privately-held and is based in Wakefield, MA. For more information, please visit www.prospectiv.com.

Safe Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995

This press release may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases. These statements include, but are not limited to, discussions regarding industry outlook, Affinion's expectations regarding the performance of its business, its liquidity and capital resources, its guidance for 2011, the consummation of the acquisition of Prospectiv and the impact to Affinion's business and the other non-historical statements in the discussion and analysis.  These statements can be identified by the use of words such as "believes" "anticipates," "expects," "intends," "plans," "continues," "estimates," "predicts," "projects," "forecasts," and similar expressions. All forward-looking statements are based on management's current expectations and beliefs only as of the date of this press release and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks related to general economic and business conditions and international and geopolitical events, a downturn in the credit card industry or changes in the techniques of credit card issuers, industry trends, foreign currency exchange rates, the effects of a decline in travel on the Company's travel fulfillment business, termination or expiration of one or more agreements with its marketing partners or a reduction of the marketing of its services by one or more of its marketing partners, the Company's substantial leverage, restrictions contained in its debt agreements, its inability to compete effectively, and other risks identified and discussed from time to time in Affinion's reports filed with the SEC, including Affinion's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Readers are strongly encouraged to review carefully the full cautionary statements described in these reports. Except as required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events or circumstances.

SOURCE Affinion Group



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