NexCen Brands to Acquire MaggieMoo's & Marble Slab Premium Ice Cream Franchise Concepts

16/02/07 NexCen Brands, Inc. is pleased to announce that it has entered into definitive agreements to acquire MaggieMoo's International, LLC and the assets of Marble Slab Creamery, Inc., 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 businesses.

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 closed.

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.

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