Velti Announces Entry Into Definitive Agreements to Acquire Air2Web and CASEE

Velti plc (Nasdaq:VELT), a leading global provider of mobile marketing and advertising technology, today announced that it has entered into a definitive agreement to acquire Air2Web, a provider of mobile customer relationship management (mCRM) solutions in the United States and India for many of the world’s largest and most trusted consumer brands. In addition, Velti also announced today that it signed a definitive agreement to consummate the previously announced acquisition of the remaining interest in CASEE.

Air2Web

“Air2Web’s mobile CRM platform is attracting and retaining many of the most marketing-savvy Fortune 1000 brands including, among others, AT&T, Comcast, American Express, HSBC, Barclays Bank and Citigroup” said Alex Moukas, CEO of Velti. “Through this acquisition, Air2Web’s customers can now leverage Velti’s comprehensive mobile marketing platform and global capabilities to increase the scope, scale, geographic reach and overall effectiveness of their mobile marketing strategies.” Air2Web’s technology and data reach are very complementary to Velti’s mGage platform. This transaction deepens Velti’s U.S. footprint and provides it improved access to carriers and verticals such as the financial services industry. In India, Air2Web expands Velti’s footprint in the second largest mobile market by subscribers, providing Velti a stronger foundation to continue to service the Indian market.

“The lasting partnerships we’ve built with trusted global brands have proven the strength, reliability and innovation of our mobile CRM platform and carrier-grade messaging infrastructure,” said Jay Sheth, President and CEO of Air2Web Inc. “Together with Velti, I’m excited to say we now have the industry’s leading end-to-end mobile marketing solution.”

CASEE

Velti also announced today that, pursuant to its previous announcement, it has signed a definitive agreement to acquire the remaining equity ownership interest of CASEE. CASEE is the largest mobile ad exchange and mobile ad network in China and was founded in 2006 by CEO, Xin Ye and a team of successful technology entrepreneurs. Previously, Mr.Ye was founding CTO of Sohu.com, China’s leading web portal, and Censoft, Microsoft’s first joint venture in China. Eric Xu, CASEE founding investor and current board member is also a co-founder of Baidu, China’s leading search portal. In 2008, Velti acquired 33 percent of CASEE, giving the company the ability to execute campaigns for global brands in China, and forming an important piece of Velti’s global expansion strategy. Mr. Ye will continue to lead Velti’s efforts in China through CASEE.

Summary of Acquisition Terms and Financial Impact

Velti will pay consideration of approximately $19.0 million in cash for Air2Web and expects to keep in excess of $12.0 million of annualized revenue from the acquisition, the majority of which is derived from recurring platform licensing, usage and performance fees. Velti anticipates Air2Web will generate approximately $3.0 million in revenue and $(1.0) million in EBITDA during the fourth quarter of 2011 and will become accretive to EBITDA in its first full quarter of consolidation post-acquisition. Subject to certain customary closing conditions, Velti expects the acquisition to close in the fourth quarter of 2011 and accordingly will consolidate a portion of Air2Web’s quarterly results.

Velti will pay up front consideration of approximately $8.4 million for the remaining interest in CASEE, such consideration to be comprised of approximately $3.9 million in cash and, at Velti’s discretion at close, $4.5 million in cash or common shares of Velti plc. In addition, based upon the financial performance of CASEE, Velti may be required to pay total contingent consideration of up to $20.7 million. The contingent consideration is payable in two tranches, with the first tranche of up to approximately $7.6 million payable following determination of certain financial results of CASEE for its fiscal year ending March 31, 2012, and the second tranche payable following determination of certain financial results of CASEE for its fiscal year ending March 31, 2013. To the extent any contingent consideration becomes payable, a minimum of 50% is payable in cash with the remainder payable in cash or common shares of Velti plc at Velti’s discretion. Velti anticipates CASEE will generate approximately $1.5 million in revenue and $(0.5) million in EBITDA during the fourth calendar quarter of 2011. Subject to certain customary closing conditions, Velti expects the acquisition to close in the fourth quarter of 2011 and accordingly will consolidate a portion of Air2Web’s quarterly results.