Wednesday, February 21, 2007

Cows in Keds

Maggie Moo's, the local ice cream emporium, gets new owners. NextCen started life as a wireless company, then used its assets to go into real estate financing, and now is trying something new. NexCen also bought Athlete's Foot---how's that for synergy?

NEW YORK, Feb. 15 /PRNewswire-FirstCall/ -- NexCen Brands, Inc.
("NexCen" or the "Company") (Nasdaq: NEXC) is pleased to announce that it
has entered into definitive agreements to acquire MaggieMoo's
International, LLC ("MaggieMoo's") and the assets of Marble Slab Creamery,
Inc. ("Marble Slab"), two well known and established brands within the
hand-mixed premium ice cream category, for a total combined initial
purchase price of $37.1 million, plus a potential earn-out of up to $2
million on the MaggieMoo's acquisition. These two transactions are expected
to be completed before the end of the first quarter and will mark the first
acquisitions for NexCen in the quick service restaurant (QSR) sector, and
establish the QSR operating platform for NexCen's third operating vertical,
in addition to its consumer branded products and retail franchise based
Robert W. D'Loren, NexCen's President and Chief Executive Officer,
noted: "These acquisitions will provide NexCen with two well positioned
brands in the hand-mixed premium ice cream category. With 520 existing
stores and 225 stores in the pipeline on a combined basis, these two brands
will place us solidly as the number one player in quality and the number
two player in the number of franchise units in the hand-mixed premium ice
cream sector. There is a tremendous growth opportunity with these brands
through organic growth and licensing opportunities. We intend to grow these
brands outside of the United States through our international franchise
network currently operating in over 40 countries worldwide," Mr. D'Loren
The President of Marble Slab, Ronald J. Hankamer, addressed the
opportunity by stating, "I turn the reins of Marble Slab Creamery over to
Bob D'Loren's team with the utmost confidence they will continue our
longstanding commitment to providing the world's freshest - and tastiest -
ice cream."
MaggieMoo's Chairman, Stuart Olsten, was equally pleased with the
acquisition. "NexCen's executives understand our business and have the
tools to both grow our business as well as expand the MaggieMoo's brand
beyond ice cream. We are eager to move forward under NexCen's growing
platform," Mr. Olsten said in closing.
The initial purchase price for MaggieMoo's is $16.1 million, consisting
of approximately $10.8 million of cash, and NexCen common stock valued at
approximately $5.3 million. NexCen also agreed to an earn-out arrangement
that will entitle the sellers of MaggieMoo's to receive an additional
amount of up to $2 million, approximately 10% of which will be payable in
cash and the remainder in cash or stock priced at the time of issuance, at
NexCen's option. The additional amount will be payable if recurring
royalties and non- recurring franchise fees for 2007 meet performance
targets specified in the acquisition agreement.
In the separate Marble Slab acquisition, the purchase price consists of
$16 million of cash, and seller notes in aggregate principal amount of $5
million that earn interest at 6% per annum and are payable one year from
closing. The Seller's notes are payable in either cash or stock priced at
the time of issuance, at NexCen's option.
For the year ended December 31, 2006, aggregate revenues for Marble
Slab and MaggieMoo's are approximately $10 million, and NexCen anticipates
that aggregate revenues for the two businesses will increase by
approximately 20% in 2007. Assuming both deals are completed on March 31,
2007, NexCen estimates that aggregate reported revenues from the two
businesses in the remaining nine months of 2007 will be approximately $9
million. NexCen expects that the transactions will be accretive in 2007 and
that after integration into NexCen's operations will generate combined
operating margins of approximately 60%, consistent with NexCen's
expectations for a QSR franchising operation.
Conference Call
The Company will host a conference call to discuss these acquisitions
on February 15, 2007 at 4:30 p.m. EST. Interested parties may access the
call by telephone at 800-231-9012. Please ask for confirmation code
7341369. Replay of this call will be available until March 15, 2007, by
calling 888-203-1112 or 719-457-0820, access code 7341369.
NexCen Brands was represented by UCC Capital Corporation.
About the Companies
NexCen Brands, Inc. is the premier 21st century brand acquisition and
management company focused on assembling a diversified portfolio of
intellectual property (IP) centric companies operating in the consumer
branded products and franchise industries. NexCen owns and franchises The
Athlete's Foot brand worldwide, and in December 2006 entered into an
agreement to acquire the worldwide rights to Bill Blass, a designer apparel
Since 1983, Marble Slab Creamery(R) has set its standards of quality
unusually high. Every batch of the super premium ice cream is homemade and
hand-rolled in freshly baked waffle cones in each store. There are
currently 336 stores located in 35 states, Puerto Rico, Canada and the
United Arab Emirates.
Based in Columbia, Md., MaggieMoo's currently operates 184 stores
located in 36 states domestically. Each location features a menu of freshly
made super-premium ice creams, mix-ins, smoothies, the country's first ice
cream cupcakes and custom ice cream cakes. MaggieMoo's chocolate, dark
chocolate, vanilla, vanilla bean and strawberry ice cream flavors all have
been awarded The National Ice Cream Retailers Association's prestigious
Blue Ribbon Award, for taste, texture and overall appearance for eight
years running. MaggieMoo's is the only national retail concept to win all
five awards.
Forward-Looking Statement Disclosure
This press release contains "forward-looking statements," as such term
is used in the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include those regarding expectations for the
development of the new IP strategy business, expectations for the
performance of Maggie Moo's and Marble Slab, and NexCen's ability to
complete the acquisition of Maggie Moo's and/or Marble Slab. When used
herein, the words "anticipate," "believe," "estimate," "intend," "may,"
"will," "expect" and similar expressions as they relate to the Company or
its management are intended to identify such forward- looking statements.
Forward-looking statements are based on current expectations and
assumptions, which are subject to risks and uncertainties. They are not
guarantees of future performance or results. The Company's actual results,
performance or achievements could differ materially from the results
expressed in, or implied by, these forward-looking statements, including
the estimates and expectations regarding future revenues and operating
margins contained in this press release. Factors that could cause or
contribute to such differences include: (1) we may not be successful in
implementing the new IP strategy, (2) we may not complete the acquisition
of either Maggie Moo's or Marble Slab on the negotiated terms or at all,
(3) we may not be successful in operating or expanding either MaggieMoo's
or Marble Slab or integrating the acquisitions into our IP business
strategy, (4) risks associated with marketing and franchising our acquired
trademarks and with successfully integrating and growing both franchised
brands, (5) risks associated with the ability of franchisees to
successfully market and sell ice cream under the MaggieMoo's or Marble Slab
trademarks, and (6) other factors discussed in our filings with the
Securities and Exchange Commission. NexCen undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
For more information on these transactions, or about NexCen please
visit our website at .

No comments: