CGI Holding Corp will acquire Meandaur Inc., which does business as Proceed Interactive. CGI will offer 666,666 shares of restricted common stock in exchange for Proceeds assets, with an additional 666,667 shares of restricted common stock of the Company placed into escrow. A sliding scale percentage of these shares will be delivered based on the company’s performance during the next four years.
Proceed specializes in online marketing strategies for companies in the dating, travel & hospitality and manufacturing verticals, and is expected to have 2004 revenues of approximately $3.6 million. Proceed employs 35 individuals.
Co-CEOs Jonathan and Stephen Schepke will continue to lead Proceed, and have been inked to multi-year employment agreements. Founder Bruce Findley will serve as a consultant to the Co-CEOs. Proceed has offices in Chicago, Dallas and Los Angeles.
"Merging with Proceed will increase our core business of search engine marketing by 15% and will significantly expand our base of client relationships, allowing us to further extend our leadership position in the Internet marketing industry," said CGI Holding’s CEO Gerard M. Jacobs.
CGI Holding, which is based in Lake Bluff, IL, currently has one subsidiary, WebSourced, Inc., Morrisville, NC. Websource provides search engine optimization, pay-per-click campaign management, and online dating services.




