Under the purchase agreement, XFMedia acquires 100% control of JCBN Group for an initial cash payment of US$43 million, and the vendor may be entitled to a maximum of$69,900,000 in earnout payments in cash and shares of XFMedia if JCBN exceeds certain financial performance targets in 2008 and 2009. According to a due diligence report prepared by XFMedia's accounting adviser RSM Nelson Wheeler, JCBN Group's unaudited consolidated revenue and net income for the year ending December 2006 were US$17.3 million and US$4.2 million, respectively.

"This acquisition enhances our multimedia advertising platform for advertisers who are interested in reaching China's high net worth demographic, and strengthens XFMedia's advertising capability especially in Shanghai," said XFMedia CEO Fredy Bush. "The combined group is expected to make XFMedia a market leader in online real estate advertising and spirits Below-The-Line marketing services in Mainland China."

JCBN Group is a key marketing service provider for Pernod Ricard, which manages the Chivas and Martell brands. After the acquisition, XFMedia will become a leading advertising agency in China's online property and imported spirits sectors, key spending areas of China's high networth demographic, with over 50% share of revenues in each market, according to a report by independent market researcher MIMR. XFMedia is also the exclusive advertising agent of the real estate portal under China.com.cn, one of the two advertising agents of Sina.com's real estate portal and a key marketing service provider for spirits importer Richmonde, which manages the Johnnie Walker and Hennessy brands.

In addition to international spirits importers and major PRC and Hong Kong property developers, JCBN Group has a clientele list including international financial institutions and the government of Hong Kong.