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Razorfish Acquires Broadcast Design Firm Fuel

Digital communications company Razorfish Inc. acquired Fuel Inc., a Los Angeles-based broadcast design firm and its affiliated commercial production firm, Tonga Inc.

Under the terms of the acquisition, Razorfish will issue up to 656,000 shares of its common stock and give $750,000 in cash to Fuel and Tonga's sole shareholder in exchange for the entire equity interest in Fuel and Tonga. Razorfish closed Friday at $36.25, up 5.65 percent.

A further contingent payment in shares or cash will be made in 2000 based upon the combined revenue of Fuel and Tonga for 1999, provided that the total consideration for the acquisition will not exceed $38 million. The acquisition will be accounted for under the purchase method of accounting and is expected to be non-dilutive on a cash basis for 1999 and 2000, the company said.

Jeff Dachis, president and CEO of Razorfish, said the acquisition allows Razorfish to "enhance its already considerable ability to provide a complete end-to-end solution for user experiences across networks, platforms and devices."

"Fuel brings a critical depth and experience in broadcast design, commercial graphics, live action production and interactive television, which will help Razorfish access the merging world of digital networks and traditional television, and gain an unmatched competitive advantage," said Dachis.

Fuel has worked for such clients as ABC, CBS, NBC, Showtime, Discovery, MTV, ESPN, The Disney Channel, E!Entertainment; film studios such as Columbia Tristar and Disney; and advertising agencies such as TBWA Chiat /Day, McCann Erickson, Young and Rubicam, and DDB Needham. For the calendar year ended December 31, the combined revenue of Fuel and Tonga was $5.3 million. Fuel and Tonga currently have 24 employees.