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November 6, 2000
Volume III, Issue 94
Email : info@otcjournal.com
URL : http://www.otcjournal.com

To OTC Journal Members:
 

Envoy Communications (NASDAQ: ECGI; TSE: ECG)

As we suspected Envoy made a formal press release this morning, announcing they had entered into an Agreement to purchase London based Leagas Delaney advertising agency.

The announcement goes on to specify the combined companies will have an annual gross margin run rate of $165 million (CDN), which doubles the size of Envoy

This transaction places Envoy well ahead of its stated goal to be at an annual run rate of $100 million by the end of 2000.

Shares of Envoy were up nicely in the early going, nearly finding their way to $6(US) just after the market opened. Since then the stock has drifted back down to the $5.625 range on well above average volume.

At 10:00 AM eastern time the company held a conference call to discuss the purchase. Serious investors should take the time to listen to the replay if you missed the call. According to the press release, the replay can be heard by dialing 800-633-8284 in North America.
 

Conference Call Highlight

You might have expected this stock to trade up dramatically on the news, but some issues which came up during the conference call lead us to believe a major move will be forthcoming after certain events fall into place.

Envoy made the move to a NASDAQ listing in order to attract the interest of US institutions. During the course of the call there was not one question from a US institutional fund manager. US fund managers still know nothing about this company.

Furthermore, when questioned about the cash requirement for financing the purchase of the Leagas Delaney agency, Geoff Genovese indicated they were moving forward with Merrill Lynch on this issue.

Therefore, reading between the lines, we can only conclude that Merrill Lynch will act as the Investment Banker to raise the capital to finance the acquisition, then begin coverage of the stock. Without shares placed with Merrill Lynch institutional customers there there is little incentive to begin coverage.

Look for an announcement relative to a Merrill Lynch sponsored financing in the near future. Once that is priced and in the market we believe Envoy's stock will finally begin to trade to levels commensurate with the accomplishments of the company.

While it is disappointing not to see the stock trading up dramatically on this news, long term investors are now more likely to enjoy a major move in the stock than ever. For those with out a position in this stock, or those thinking of adding to an existing one, this is an opportunity. Now is the time to look at these levels for a major move in 2001. it will probably come after a Merrill Lynch sponsored financing.

Here is the complete text of the news release for your review:
 

Monday November 6, 6:00 am Eastern Time
Press Release
SOURCE: Envoy Communications Group Inc.

Envoy acquires one of the world's top creative advertising agencies, Leagas Delaney
Billings soar to $750 million and Gross Margin run rate doubles to $165 million

LONDON/NEW YORK/SAN FRANCISCO/TORONTO, Nov. 6 /CNW/ - Geoff Genovese, President and CEO of Envoy Communications Group (NASDAQ: ECGI/TSE: ECG) today announced the company has entered into an agreement to purchase the London- based, international advertising agency, Leagas Delaney. The acquisition, valued at up to approximately CDN $132 million, will drive Envoy's Gross Margin run rate to CDN $165 million. With offices in London, Hamburg, Paris, Rome and San Francisco, the purchase of Leagas Delaney is part of Envoy's strategy to build 'best of breed' companies in each of its core disciplines - Marketing, Design and Technology - and provide its clients with unparalleled, international service. Leagas Delaney, rated one of the world's top creative agencies, brings to Envoy a roster of marquis clients, including adidas, Barclays, Clarins, CNET.com, Goodyear, Harrod's and Telecom Italia. An Envoy Audio conference discussing the highlights of the Leagas Delaney purchase will take place today at 10:00 a.m. EST (3:00 p.m., GMT).
"Leagas Delaney is a world-class company, with an impressive track record of growth. I am extremely excited about the opportunity to work with such an extraordinary group of talented professionals," said Genovese.

Tim Delaney, Leagas Delaney's founder, CEO and Creative Director said that "We have always aimed to be ahead of the market in advertising creative terms, this merger gives us the opportunity to move even further ahead by working with like-minded professionals in areas like digital technology and retail design that are of increasing importance to our clients."

"The merging of Leagas Delaney with Envoy is the perfect marriage. Envoy is leading the revolution in the convergence of marketing, design and technology and we are excited to be a part of the campaign, " said Bruce Haines, Chairman of Leagas Delaney. "Envoy's integrated and international model - the blending together of traditional marketing with design and technology - represents the future of international marketing."

Financial Highlights

The acquisition is immediately accretive to Envoy's earnings.

Leagas Delaney is a growth company, achieving a 50% compounded growth rate over the last 2 years.

The addition of Leagas Delaney to the Envoy Group will double the Company's gross margin run rate to CDN $165 million, push Envoy's billings to close to CDN $750 million, and will enhance the Company's ability to cross- sell its 'best-of-breed' services internationally.

The purchase is worth a total consideration of up to approximately CDN $132 million. The down payment consideration is approximately CDN $55 million, of which approximately CDN $19.8 million will be satisfied by the issuance of Envoy shares valued at $8.00CDN. The balance of the purchase price is up to approximately CDN $77 million and is subject to meeting annual profit targets over a period of four years. Two-thirds of the balance of the purchase price will be satisfied by the issuance of Envoy shares valued at $8.00. The deal, subject to financing, is expected to close by the end of January, 2001.

About Envoy

Envoy (www.envoy.to) is an international company, committed to building the "best-of-breed" in each of its core disciplines: design, marketing and technology. Through the convergence of its core disciplines, the Envoy Communications Group of companies provides innovative business building solutions for marquis, international clients that include adidas-Salomon, BASF, CIBC, Castrol, CDNOW, FedEx, Hewlett Packard, Honda, Panasonic, Pizza Hut, Prudential (USA), Safeway, SalomonSmithBarney, Sprint Canada, Steelcase, TD Waterhouse (USA) and Wal-Mart.

About Leagas Delaney

Leagas Delaney was established in London in 1980. The Agency rapidly gained a reputation for outstanding creativity, winning many major awards for its work. Attracted by its high standards, AMV plc. acquired the Agency in 1986. Prior to the purchase of AMV by BBDO, Leagas Delaney management bought out the company in April 1998. Since that time, the company has seen explosive growth in its home market, the establishment of successful offices in San Francisco, Paris, Rome and Hamburg plus a stand alone new media company, The Digital Partners in London.

Major Clients include adidas in all offices, Lycos and Goodyear across the European network, Barclays Bank, the BBC, Patek Philippe, Harrods and Hyundai in London, CNET.com, Red Envelope in San Francisco, Le Gan, Clarins, Canal J and ING in Paris, Telecom Italia and Stern Magazine in Hamburg.

Audio Conference

To participate in the Audio conference, please dial: In North America (888) 391-0090 and Internationally, (415) 247-8505 fifteen minutes prior to start time (10:00 a.m. EST, 3:00 p.m. GMT)

Playback recording numbers are: North America (800) 633-8284, Internationally (858) 812-6440.

To view accompanying slides, log on to www.envoy.to and click on the 'Leagas Delaney' icon.

Cautionary Statement

Certain statements contained in this press release may constitute "forward-looking statements" within the meaning of Section 21E(i)(1) of the United States Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Envoy's actual results to be materially different from any future results expressed or implied by these statements. Such factors include the following: general economic and business conditions, changes in demand for Envoy's services, changes in competition, the ability of Envoy to integrate acquisitions or complete future acquisitions, interest rate fluctuations, currency exchange rate fluctuations, dependence upon and availability of qualified personnel and changes in government regulation. In light of these and other uncertainties, the forward-looking statements included in this press release should not be regarded as a representation by Envoy that Envoy's plans and objectives will be achieved."

                               ENVOY FACT SHEET
                               ----------------

     -  Through the convergence of its three core disciplines of Marketing,
        Design and Technology, the Envoy Communications Group provides
        innovative business building solutions for international clients.
     -  Rated by the National Post's Business Magazine, November 2000 issue,
        as Canada's 18th best performing company based on a three year
        shareholder return of 147.8%
     -  Since listing on the TSE (TSE: ECG - news) in 1997, Envoy's gross margin has
        increased by a compounded annual growth rate of 87%.
     -  Envoy listed on the NASDAQ (NASDAQ: ECGI - news) in June 2000.
     -  Envoy employs 575 professionals

     Envoy's 'Best of Breed' Core Disciplines

Marketing
---------

Hampel Stefanides: Envoy's New York-based advertising agency provides internationally recognized creative and strategic planning services. Based in Toronto, The Communiqué Group of companies provides marketing services Advertising, Public Relations, and Event Marketing services.

Design

------

Watt International has been an Envoy company since 1999 and has grown to become the world's largest retail branding consultancy with offices across the US, Europe and Canada. FUSIONcreative is a Toronto-based corporate branding consultancy. Recently acquired by Envoy, the International Design Group (IDG) will be merged with the Watt Group to create Watt-IDG, a retail design powerhouse.

Technology

----------

Sage Information Consultants has offices in New York and Toronto and provides leading back-end e-business solutions to international clients. Devlin Applied Design is a front-end e-business solution provider who creates award winning Web site design for leading international companies.

The Envoy Group of Company's has an impressive list of clients, including adidas - Salomon, Aer Lingus, Alliance Atlantis, Armstrong Industries, BASF, Canada Life, CIBC, Castrol, CDNOW, FedEx, Hewlett Packard, Home Depot, Honda, Hummingbird, Lexus, Loblaws, MAC Cosmetics, National Discount Brokers, Oxford Properties, Panasonic, PETsMart, Prudential (USA), Rogers Communications, Safeway, SalomonSmithBarney, Sprint Canada, Staples, Steelcase USA, TD Waterhouse and Wal-Mart.
 

                           LEAGAS DELANEY FACT SHEET
-------------------------
 

Founded in 1980 and headquartered in London, Leagas Delaney is rated one of the world's top creative agencies.
In 1995 Leagas Delaney opened its San Francisco office. Since 1998, the company has expanded to Rome, Paris and Hamburg.

Leagas Delaney employs 300 professionals, 270 in the advertising group and 30 in the technology group.

Leagas Delaney's technology group, Digital Partners, was started in 1999 and now has offices in both San Francisco and London. Digital Partners provides e-business solutions to adidas, Patek Phillippe, Harrod's, Epson and the MS Society.

Major Leagas Delaney clients include adidas in all offices, Lycos and Goodyear across the European network, Barclays Bank, the BBC, Patek Philippe, Harrods and Hyundai in London, CNET.com, Red Envelope in San Francisco, Le Gan, Clarins, Canal J and ING in Paris, Telecom Italia, and Stern Magazine in Hamburg.
 

                  COMBINED ENVOY & LEAGAS DELANEY FACT SHEET
                  ------------------------------------------
 

With the purchase of Leagas Delaney, Envoy's gross margin will double to $165 million and the organization will generate annual billings of $750 million

     Combined gross margin by core discipline:

     Marketing:     $94 million
     ----------

     Design:        $41 million
     -------

     Technology:    $30 million
     -----------
 

With this acquisition, Envoy Communications Group (NASDAQ: ECGI, TSE: ECG) will become an internationally diversified business employing 875 people in 9 major markets around the world.

     Combined international platform

     Marketing:     New York, London, San Francisco, Paris, Hamburg, Rome and
     ----------     Toronto

     Design:        Leeds, Paris, San Francisco, Stockholm and Toronto
     -------

     Technology:    New York, London, San Francisco and Toronto
     -----------
 

The Envoy Group of Companies has an impressive list of clients, including adidas - Salomon, Aer Lingus, Alliance Atlantis, Armstrong Industries, Barclays, BBC, Canada Life, CIBC, Canal J, Castrol, CDNOW, Clarins, CNET.com, FedEx, Goodyear, Harrod's, Hewlett Packard, Home Depot, Honda, Hummingbird, Hyundai, ING, Le Gan, Lexus, Loblaws, Lycos, MAC Cosmetics, National Discount Brokers, Oxford Properties, Patek Phillippe, Panasonic, PETsMart, Prudential (USA), Red Envelope, Rogers Communications, Safeway, SalomonSmithBarney, Sprint Canada, Staples, Steelcase USA, Telecom Italia, TD Waterhouse and Wal- Mart.

     For more information:

     Media Relations (US):

       Matt Messinger (201) 964-2377        mmessinger(at)mww.com
       Julie Joung (212) 827-3764           jjoung(at)mww.com

     Media Relations (UK):

       Gina Constantines        ginac(at)keycommunications.co.uk
       Gilly Lloyd              gillyl(at)keycommunications.co.uk
       Victor Wheeler           victorw(at)keycommunications.co.uk

     Media Relations (Canada):

       Darren Karasiuk (416) 593-5080 x405  darrenk(at)communique.to

For further information

Corporate Investor Relations: Jason Mandel, (800) 761-4944, jasonm@envoy.to
Media Relations (US): Matt Messinger, (201) 964-2377, mmessinger@mww.com
Julie Joung, (212) 827-3764, jjoung@mww.com
Media Relations (UK): Gina Constantines , ginac@keycommunications.co.uk
Gilly Lloyd, gillyl@keycommunications.co.uk
Victor Wheeler, victorw@keycommunications.co.uk
Media Relations (Canada): Darren Karasiuk, (416) 593-5080 x405, darrenk@communique.to 
 

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