






Lingo Media Expands Into 10 New Markets With Acquisition of ELL Technologies


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TORONTO, ONTARIO--(Marketwire - May 13, 2010) - Lingo Media Corporation (TSX VENTURE:LM)(OTCBB:LMDCF) ("Lingo Media" or the "Company"), a leader in online and print-based English language learning solutions, is pleased to announce that it has acquired all issued and outstanding shares of UK-based ELL Technologies Limited (the "Acquisition"). This purchase of a globally-established English language learning multi-media and online training company will enable Lingo Media to expand its product line and extend its reach into 10 new countries, driving increased revenues.
ELL Technologies Limited ("ELL Technologies") is an international leader in the development, production and marketing of innovative and proprietary English language instruction solutions distributed in 11 markets, including China, Korea, Malaysia, Mongolia, the Philippines, Vietnam, Denmark, the Netherlands, Slovakia, Turkey, and the US.
Michael Kraft, President & CEO of Lingo Media, said: "This acquisition is an example of Lingo Media's commitment to a strategic business model that acquires undervalued assets and rapidly integrates them into our product portfolio with minimal capital expenditure. ELL Technologies has invested more than US$10 Million in development of its innovative e-learning infrastructure and its proprietary pedagogy, content and technology. The purchase of ELL Technologies, combined with the additions of Speak2Me and Parlo, provides Lingo Media with a strong, complementary suite of online service offerings available 24/7 that give our growing global base of users and customers one of the most comprehensive ranges of English language learning solutions in the market."
Strategic Advantages Include Product Extensions and Global Distribution Channels
The acquisition of ELL Technologies provides several strategic advantages to Lingo Media. The product portfolio offers a full suite of interactive solutions, expanding our English learning platform to include reading comprehension and writing skills. Additionally, ELL Technologies' products and learning platform are already being distributed in several significant markets, including China, where Lingo Media has a growing presence. With an existing distributor network in 11 international markets, the interface is already localized into several languages, which will allow Lingo Media to broaden its customer base and increase its reach beyond China. These markets also offer considerable cross-selling opportunities with Lingo Media's Parlo, a recently launched fee-based English language learning training and assessment service focused on spoken English.
For the last 10 years, ELL Technologies has marketed and distributed its software and online products under The Q Group brand ("Q Group"). The Q Group product line provides innovative solutions to learning English through an online service which includes computer-based lessons, activities and features such as sophisticated assessment tools, voice recognition exercises, lab tasks and instructor materials. Unlike other English learning products, ELL Technologies has developed a platform to train employees and students to speak and listen and also to read and write English. The product portfolio includes five key areas of focus. Q English, for example, targets young adults of all levels and offers users 900 hours of learning. Other products include an advanced learning platform for undergraduates, an intermediate product for the business person and a basic to intermediate product for travelers. Their product offerings consist of more than 1,700 hours of English learning available online and thru CD-ROMs.
"We look forward to aggressively marketing the ELL Technologies products alongside our recently launched Parlo Business English solution into our increasing sales pipeline in China, and into new markets around the world," said Kraft.
Acquisition Details:
The consideration payable to SCP Partners, as principal shareholder of ELL Technologies, for the Acquisition shall be paid and satisfied as follows:
- 1,000,000 Lingo Media treasury shares, subject to a lock-up and leak-out agreement for 36 months after closing and a monthly leak-out in equal installments of 41,667 shares being released per month from the 13th to 36th month;
- US$765,000 to be paid 12 months after the closing or earlier, in cash and/or in a second tranche of Lingo Media treasury shares at the Company's sole discretion. If US$765,000 is paid in Lingo Media treasury shares, the price per share shall be (i) the then current market price based on a ten day trading average, and (ii) not less than CAD$0.50 per share, subject to a lock-up and a leak-out agreement for 24 months in equal monthly installments; and
- Lingo Media will pay royalties based on net revenues at rates ranging from 10% to 2% based on escalating sales from increments of US$1 Million to US$5 Million for a period of three years.
Landmark Ventures, Inc. acted as financial advisor to ELL Technologies Limited and its principal shareholder, SCP Partners. As part of the transaction fee, the Company will issue 50,000 Lingo Media treasury shares to Landmark Ventures upon closing.
About ELL Technologies Limited
ELL Technologies Limited markets and sells its products under the brand Q Group. ELL Technologies specializes in the development, production, and marketing of innovative solutions for learners of English as a Foreign Language (EFL) and English as a Second Language (ESL). ELL Technologies' commitment to academic and technological excellence has led to many successful alliances with leading publishers, ministries of education, learning institutions, language schools, and professional e-learning organizations across the globe. ELL Technologies is now a leading global developer of English language learning multimedia solutions for corporate, institutional, and retail markets.
About Lingo Media (TSX VENTURE:LM)(OTCBB:LMDCF)
Lingo Media Corporation ([ www.lingomedia.com ]) is a diversified online and print-based education products and services company focused on English language learning ("ELL") in China through three distinct business units. Lingo Learning Inc. is a print-based publisher of ELL programs. Speak2Me ([ www.speak2me.com/advertising ]) is a free-to-consumer advertising-based online ELL service. Parlo is a fee-based online ELL training and assessment service ([ www.corporate.parlo.com ]). Lingo Media has formed successful relationships with key government and industry organizations, establishing a strong presence in China's education market of more than 300 million students. The company continues to expand its ELL offerings in China and plans to extend its reach globally.
Portions of this press release may include "forward-looking statements" within the meaning of securities laws. Forward-looking statements contained in this press release are made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve certain risks and uncertainties. Actual results may vary materially from management's expectations and projections and thus readers should not place undue reliance on forward-looking statements. Certain factors that can affect the Company's ability to achieve projected results are described in the Company's filings with the Canadian and United States securities regulators available on [ www.sedar.com ] or [ www.sec.gov/edgar.shtml ].
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