SHANGHAI, China, Oct. 16 /Xinhua-PRNewswire/ -- Focus Media Holding Limited (Nasdaq: FMCN), which owns and operates the largest out-of-home audiovisual advertising network in China, today announced that it has entered into a definitive agreement to acquire 100% of Infoachieve Limited, a BVI incorporated company. Infoachieve's 100% owned subsidiary Shanghai Framedia Advertising Development Ltd ("Framedia") is the largest community advertising network in China.

Headquartered in Beijing, Framedia is the pioneer and the leading provider of community media in China. Framedia installs and deploys frames inside the elevators and throughout the common areas of high-end residential complexes and sells frame space to advertising clients. Currently, Framedia owns and deploys advertisements in approximately 90,000 frames in major cities including Shanghai, Beijing, Guangzhou, Shenzhen, Wuhan, Nanjing and Dongguan. Framedia has a cumulative client base of over 300 leading international and domestic companies, such as Audi, Lenovo, Microsoft, Motorola, Omega, Samsung and Sony.

Through this acquisition, Focus Media will be able to enhance its ability to provide integrated media solutions to its advertising clients and to further strengthen its leading position in China's out-of-home advertising markets. Upon completion of the acquisition, Framedia will become a new business unit of Focus Media.

Under the agreement, Focus Media will acquire a 100% of equity stake in Framedia for US$39.6 million in cash and US$55.4 million in the form of Focus Media common stock (valued at US$24.56 per ADR, which represents 10 Focus Media common stocks) and an additional potential future payment of up to US$88.0 million in Focus Media common stock (valued at US$24.56 per ADR) contingent upon Framedia meeting certain earning target in 2006, for an aggregate potential payment of up to US$183.0 million. All of the Focus Media common stock in discussion will be in the form of new shares. The acquisition is subject to the usual regulatory requirements and customary closing conditions and is expected to close by the end of 2005. The transaction is expected to be accretive to Focus Media's earnings per share in 2006.

"Framedia's advertising network is an excellent addition to our multi-media platform which currently includes our commercial location LCD network and in-store LCD network," said Jason Jiang, chairman and chief executive officer of Focus Media. "Both of our companies are leaders in our markets and have a proven track record of new media innovation. Our products and services have great synergy in delivering targeted advertisements effectively for our advertising clients. In addition, the combination of our resources will facilitate new media innovation."

Tan Zhi, Chairman and CEO of Framedia commented, "We are excited to join Focus Media. China's new media market has great potential. The integration of Framedia's effective advertising solution with Focus Media's offerings will create a powerful combination to compete with traditional media offerings and to better address the needs of our advertising clients."