EX-99.1
4
exhibit99_1.htm
PRESS RELEASE
press release
EXHIBIT
99.1
NEWS
Merisel
Completes Acquisition of Fuel Digital, Inc.
NEW
YORK,
New York October 6, 2006 - Merisel, Inc. (OTC:MSEL.PK) (the "Company") announced
that on October 5, 2006 it acquired, through a wholly-owned subsidiary, most
of
the assets of Fuel Digital, Inc. ("Fuel") substantially with effect from October
1, 2006.
The
purchase price consisted of $6,150,000 in cash and an additional amount of
up to
approximately $1,250,000 over a three-year period provided Fuel's EBITDA exceeds
certain agreed upon thresholds. The Company, through its wholly owned subsidiary
also assumed certain obligations for borrowed money and capital lease
obligations of Fuel in the approximate aggregate amount of $1,202,000 plus
certain trade accruals and trade payables of Fuel and certain operating lease
obligations, and the Company also provided indemnification for certain personal
guarantees given by shareholders of Fuel.
Fuel's
unaudited financials for the twelve-month period ended September 30, 2006 had
revenues of $14.5 million and operating income before depreciation and
amortization of $1.7 million.
The
aggregate cash consideration to be paid to Fuel will be subject to adjustment
based on the difference, if any, between the net working capital and tangible
net worth of assumed assets and liabilities at closing and certain agreed upon
EBITDA target amounts. A portion of the cash consideration payable will be
held
in escrow until certain agreed release dates.
Fuel
is a
New York City-based commercial graphic communication and imaging company that
provides digital retouching and grand format printing services. Merisel believes
the acquisition of Fuel will enhance its operations by increasing its high
art
and commercial retouching market share, while diversifying its client
industries, and enabling it to better serve its existing clients. Merisel
believes certain cost savings and cross-selling synergies may also be
achieved.
Donald
R.
Uzzi, Chairman and Chief Executive Officer of Merisel stated, "the addition of
Fuel Digital, Inc. further enhances Merisel's position as a leader in the high
art and commercial retouching space. The Fuel Digital brand is one of our
industry's finest and we are excited about adding it to our portfolio of
companies in this space along with ColorEdge and Crush Creative. We expect
this
acquisition to be immediately accretive to EPS." Ed Weinstock, President of Fuel
Digital added, "I am pleased that my company will now be a part of Merisel,
which is well known for providing innovative high quality solutions to meet
its
clients brand imaging and visual communication needs. I am looking forward
to
Fuel adding substantial value to Merisel's clients and
shareholders".
About
Merisel
Merisel
headquartered in New York, N.Y. is a leading visual communications and brand
imaging solutions provider to its clients. Merisel provides a broad portfolio
of
digital and graphic services to clients in the retail, manufacturing, beverage,
cosmetic, advertising, entertainment and consumer packaged goods industries.
These solutions are delivered to clients through its portfolio companies;
ColorEdge, Crush Creative, Fuel Digital, Comp 24, It's in the Works, Dennis
Curtin Studios and AdProps. Merisel has sales offices in New York City, Atlanta,
Chicago and Los Angeles, and production facilities in New York, New Jersey,
Atlanta and Los Angeles to ensure the highest quality solutions and services
to
our clients. Learn more at www.merisel.com
Contact:
Jon
Peterson
(212)
502-6570
jon.peterson@merisel.com
Cautionary
Statement
This
release contains statements concerning Merisel's expectations for future
performance, and are forward-looking statements as that term is used in the
Private Securities Litigation Reform Act of 1995. Any such forward-looking
statements are inherently speculative and are based on currently available
information, operating plans and projections about future events and trends.
As
such, they are subject to numerous risks and uncertainties. Actual results
and
performance may be significantly different from expectations. The Company
undertakes no obligation to update any such forward-looking statements. Please
see the Company's filing with the Securities and Exchange Commission, including
the Company's Annual Report on Form 10-K, for a discussion of specific risks
that may affect performance.

EX - 99 . 1 4 exhibit99 _ 1 . htm PRESS RELEASE press release EXHIBIT 99 . 1 NEWS Merisel Completes Acquisition of Fuel Digital , Inc . NEW YORK , New York October 6 , 2006 - Merisel , Inc . ( OTC : MSEL . PK ) ( the " Company " ) announced that on October 5 , 2006 it acquired , through a wholly - owned subsidiary , most of the assets of Fuel Digital , Inc . ( " Fuel " ) substantially with effect from October 1 , 2006 . The purchase price consisted of $ 6,150,000 in cash and an additional amount of up to approximately $ 1,250,000 over a three - year period provided Fuel 's EBITDA exceeds certain agreed upon thresholds . The Company , through its wholly owned subsidiary also assumed certain obligations for borrowed money and capital lease obligations of Fuel in the approximate aggregate amount of $ 1,202,000 plus certain trade accruals and trade payables of Fuel and certain operating lease obligations , and the Company also provided indemnification for certain personal guarantees given by shareholders of Fuel . Fuel 's unaudited financials for the twelve - month period ended September 30 , 2006 had revenues of $ 14.5 million and operating income before depreciation and amortization of $ 1.7 million . The aggregate cash consideration to be paid to Fuel will be subject to adjustment based on the difference , if any , between the net working capital and tangible net worth of assumed assets and liabilities at closing and certain agreed upon EBITDA target amounts . A portion of the cash consideration payable will be held in escrow until certain agreed release dates . Fuel is a New York City - based commercial graphic communication and imaging company that provides digital retouching and grand format printing services . Merisel believes the acquisition of Fuel will enhance its operations by increasing its high art and commercial retouching market share , while diversifying its client industries , and enabling it to better serve its existing clients . Merisel believes certain cost savings and cross - selling synergies may also be achieved . Donald R . Uzzi , Chairman and Chief Executive Officer of Merisel stated , " the addition of Fuel Digital , Inc . further enhances Merisel 's position as a leader in the high art and commercial retouching space . The Fuel Digital brand is one of our industry ' s finest and we are excited about adding it to our portfolio of companies in this space along with ColorEdge and Crush Creative . We expect this acquisition to be immediately accretive to EPS . " Ed Weinstock , President of Fuel Digital added , " I am pleased that my company will now be a part of Merisel , which is well known for providing innovative high quality solutions to meet its clients brand imaging and visual communication needs . I am looking forward to Fuel adding substantial value to Merisel 's clients and shareholders " . About Merisel Merisel headquartered in New York , N . Y . is a leading visual communications and brand imaging solutions provider to its clients . Merisel provides a broad portfolio of digital and graphic services to clients in the retail , manufacturing , beverage , cosmetic , advertising , entertainment and consumer packaged goods industries . These solutions are delivered to clients through its portfolio companies ; ColorEdge , Crush Creative , Fuel Digital , Comp 24 , It ' s in the Works , Dennis Curtin Studios and AdProps . Merisel has sales offices in New York City , Atlanta , Chicago and Los Angeles , and production facilities in New York , New Jersey , Atlanta and Los Angeles to ensure the highest quality solutions and services to our clients . Learn more at www.merisel.com Contact : Jon Peterson ( 212 ) 502 - 6570 jon.peterson@merisel.com Cautionary Statement This release contains statements concerning Merisel 's expectations for future performance , and are forward - looking statements as that term is used in the Private Securities Litigation Reform Act of 1995 . Any such forward - looking statements are inherently speculative and are based on currently available information , operating plans and projections about future events and trends . As such , they are subject to numerous risks and uncertainties . Actual results and performance may be significantly different from expectations . The Company undertakes no obligation to update any such forward - looking statements . Please see the Company ' s filing with the Securities and Exchange Commission , including the Company 's Annual Report on Form 10 - K , for a discussion of specific risks that may affect performance .