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Fortune Market Media, Inc. Makes Offer for Yellow Pages Israel Bond's Holders to Acquire Their Debtor in Possession Position

Posted on: Tuesday, 3 March 2009, 13:43 CST

TARZANA, Calif., March 3 /PRNewswire-FirstCall/ -- Fortune Market Media, Inc. (Pink Sheets: FTMK) announced today that it has made an unsolicited binding offer to purchase all outstanding Bonds of GPM - owner of Yellow Pages Israel, and majority shareholder of Dunn & Bradstreet Israel and other web-based service companies from All Bond's Holders for $75 million and the assumption of all their rights per the bonds to the Company - held by these private bondholders.

As a reminder, the prior offer by the Company to GPM's shareholders was contingent until February 28, 2009. As being rejected by BCM, and/or expired, the Company is making its offer directly to the Bond's Holders. The current offer to the Bond's Holders includes a cash payment of $2 million (at closing), plus issuing $75 million face value Redeemable Convertible 3% Preferred FTMK shares. Conversion to the Company's common shares can be done with 10% discount to the Company's share average price during 25 days prior to such conversion.

As restructuring of GPM is part of the offer via the equivalent of chapter 11, under the Israeli law, the offer is structured in a way that Bond Holders will be paid off at a minimum of $37.5 million in cash, on top of an equity position with the Company. Said payment is structured via redemption of the Preferred stock by the Company, paying $37.5 million in cash and mandatory conversion of the balance ($37.5 million) into common shares of the Company based on an average share price 10 days prior to said redemption.

The offer also addresses the future needs of GPM and as such includes issuing of 25 million shares of the Company to be vested under GPM, and may be designated for sale, per GPM future needs.

Fortune Market Media intends to replace all GPM management upon closing, if at all. If accepted, the offer calls for the deal to be closed by March 30, 2009 and allow acceptance until March 23, 2009.

Upon closing, if at all, GPM will become a wholly owned subsidiary of Fortune Market Media and will be consolidated accordingly.

This offer is unsolicited (even though binding the Companies until March 30, 2009). As such, there is no guarantee that Fortune Market Media will be able to successfully close the above transaction.

About: Fortune Market Media

Fortune Market Media (FMM) is a diversified media and communication corporation servicing public and private companies with our turn-key media solutions. FMM is the leader in creating original programming for interactive media online, mobile, traditional print, radio and TV. FMM powerhouse production team allows it to create original programming that will reach targeted audience. FMM helps build businesses organically by connecting their brands with their desired demographic.

About: Golden Pages Group

Golden Pages Group owns 100% of Yellow Pages Israel, controlling interests of Dunn & Bradstreet Israel and several other service based companies such as: www.weekend.co.il, www.zap.co.il, www.rest.co.il, www.professor.co.il, www.madas.co.il. Yellow Pages provides comprehensive, dynamic information about products, services and businesses, supplies the tools to choose between them, and offers aids which assist in completing transactions between buyers and sellers in Israel. In the company's website -- www.yellowpages.co.il, in cellular phones, and of course, in over 80 printed directories, which are distributed free of charge in approximately five million copies. Five million printed directories are annually distributed free of charge to buyers and sellers.

Safe Harbor Act: This release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

SOURCE Fortune Market Media, Inc.

Source: PR Newswire

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