Hi guys, I thought that some of you might be interested to read the press release information about carsales.com.au's aquisition of ACP's media assets.



3rd October, 2005
Media Release – For Immediate Release
carsales.com.au Ltd proposes to purchase the automotive online media assets of ACP Magazines Ltd

At 10am Monday 3rd October 2005 carsales.com.au Ltd (carsales.com.au) announced its intention to purchase the online automotive media assets of ACP Magazines Ltd (ACPMagazines).

Wal Pisciotta, Chairman of carsales.com.au Ltd, comments “carsales.com.au’s vision has always been to develop the leading online automotive classifieds site – connecting buyers and sellers of cars. For our dealer customers we have changed the market with the introduction of pay for performance accountable advertising. For Australian car shoppers we have created an
automotive website which lists ~80,000 cars currently for sale along with hundreds of thousands of photos supported by powerful and easy to use search tools”.
“We propose to purchase ACP Magazines’ automotive online media assets” says carsales.com.au Managing Director Greg Roebuck, “The ACP Magazines online automotive classified sites provide a far wider reach beyond just cars, have the close relationship with both NineMSN and the ACP Magazines print publications, and are significant players in offering branded display advertising solutions to dealerships across all automotive verticals.
Together ACP Magazines and carsales.com.au, share a vision for the future and if successful, this proposed transaction will allow us to create and deliver compelling value across multiple classified brands.
Both companies are experiencing great success and momentum and have clear growth opportunities ahead of us and believe that together, we will be better able to achieve our combined vision with greater synergy. We also believe the joining of two healthy companies will lead to a more successful company through increased service offerings.
carsales.com.au sees this as an opportunity to accelerate and expand its business model.
Working as one team, carsales.com.au and ACP Magazines see the opportunity for greater focus on delivering a compelling automotive industry platform to meet a broader range of customer needs.”

Summary of the Proposal

It is proposed that carsales.com.au will acquire all of ACP Magazines’ online automotive classified sites, including carpoint, bikepoint, boatpoint, horsepoint, ihub, truckhub, farmhub, constructionhub, factoryhub, forestryhub and minehub, as well as the ACP subsidiary Equipment Research Group Pty Ltd ("ERG") (an industry based research and statistics company). All assets held by ACP Magazines required to conduct the online automotive classified business conducted by ACP Magazines will be transferred or, in the case of certain intellectual property rights, licensed to ACP Points Pty Ltd ("ACP Points"), a wholly owned subsidiary of ACP Magazines.
The Company will acquire all of the issued shares in each of ACP Points and ERG.
Services agreements will be entered into between ACP Magazines and the Company in support of both parties' ongoing business operations following the proposed transaction.

3rd October, 2005

Carsales.com.au Ltd. will issue 91,314,181 new shares to ACP Magazines, which will result in ACP Magazines holding 41% of the issued shares in the Company (before dilution from exercise of options).
The proposed transaction is subject to the approval of the Company's shareholders under item 7 of section 611 of the Corporations Act. This will be sought at the Company's Annual General Meeting to be held on 28 October 2005. The Notice of Meeting and Explanatory Memorandum (which includes an Independent Expert's Report from Grant Samuel & Associates Pty Ltd
concluding that the proposed transaction is fair and reasonable to shareholders) has been lodged with the Australian Securities and Investments Commission today.
If the proposed transaction proceeds, the Company presently intends to apply for listing on the Australian Stock Exchange within 18 months following completion of the transactions contemplated in this proposal.
As part of the proposal, the composition of the carsales.com.au Board will be altered to allow for an appropriate level of ACP representation with James Packer, John Alexander and Gregg Haythorpe joining the Board of carsales.com.au.

About carsales.com.au Ltd:

-Unlisted public company, with around 500 shareholders (many individual dealers and a number of dealer bodies representing hundreds more dealers)
-First revenues recorded in Financial Year 1998
-80 employees nationally
-Head office in Box Hill, Victoria, with employees in QLD, NSW, SA and WA
-Also operates bikesales.com.au and quicksales.com.au
-Awarded BRW Fast 100 (2002, 2003, 2004) and Deloitte Technology Fast 50