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|FOR IMMEDIATE RELEASE||CONTACT:||Gary Yusko|
|Chief Financial Officer|
|(212) 329- 8431|
Alloy, Inc. Acquires Sconex
Adds fast growing social networking community for high school students to leading online media network
(New York, NY) March 28, 2006 Alloy, Inc. (nasdaq: ALOY), under the banner of Alloy Media + Marketing (AM+M), a pioneer in nontraditional media and marketing, today announced it has acquired Sconex, Inc. (www.sconex.com), one of the fastest growing online social networking communities connecting high school students.
Sconex is a vibrant social networking site focused on providing a platform for teens to interact with peers via their high school profiles. Sconex also provides a platform for youth advertisers to connect and communicate with young adults in a meaningful, contextually appropriate way.
Pursuant to the transaction, Alloy acquired all the issued and outstanding stock of Sconex in exchange for $6.1 million, plus an additional potential earnout payment and expenses. Comprising the $6.1 million is 273,551 shares of Alloy common stock issuable upon closing, which shares are valued at $12.7945 per share, representing a 20 day average closing price of a share of Alloy common stock as quoted on the NASDAQ National Market, and a minimum earnout payment in the amount of approximately $2.6 million. In addition, depending upon Sconexs financial performance during the 12-month period commencing on April 1, 2006, the former Sconex stockholders might be entitled to an increased earnout payment. A certain portion of any earnout payment payable to each Sconex stockholder will be contingent upon continued employment by such stockholder for an extended period following the closing date. The shares issued in connection with the acquisition will initially be unregistered but will have accompanying registration rights. The earnout payment is payable at Alloys option in shares of Alloy common stock, cash or a combination of both, subject to certain limitations on the amount of cash that may be paid.
The acquisition represents Alloys ongoing commitment to optimization of its established network of youth-focused online properties including alloy.com, delias.com, ccs.com, collegeclub.com and careersandcolleges.com, collectively spanning the entire youth market.
We are excited to add this asset to our cross platform network of media. Sconex, with its core emphasis on content for teens by teens, represents a terrific solution for advertisers endeavoring to reach young people in a secure online environment through social network marketing said Matt Diamond, Chairman and CEO of Alloy Media + Marketing. Adding, We were particularly impressed with its ability to attract trendsetters.
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The following information was filed by Alloy Inc on Wednesday, March 29, 2006 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.
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