ROO Group Signs LOI to Acquire Kamera

NEW YORK, March 18 /PRNewswire-FirstCall/ -- ROO Group (OTC Bulletin Board: RGRP - News) today announced that it had entered into a Content Distribution Agreement (CDA) with Kamera Content AB, providing for a collateralized and callable advance payment by ROO of US$300,000. The CDA provides ROO with an exclusive time period during which to fully negotiate the acquisition of Kamera. The binding CDA was signed between the companies on March 12, 2008, at the same time as the execution of a non-binding Letter of Intent (LOI) for the purchase of 100% of the capital stock of Kamera by ROO.

Kamera is privately held and based in Stockholm, Sweden, with certain back-office operations in Cairo, Egypt. Through its proprietary software and content distribution agreements, Kamera enables corporate clients such as Vodafone, MSN, Orange, Telefonica, O2, Hutchinson and China Mobile to deliver IPTV channels to their customers over mobile and online networks. Kamera's content library includes localized, ready-to-publish clips from ABC News, Associated Press (AP), SNTV and others, and its proprietary ingestion engine allows for video content to be transcoded into any mobile/digital format.

"We have recognized for some time that Kamera could benefit from associating itself with a more global platform," explained Henrik Eklund, chief executive officer of Kamera Content. "We believe that our strength in the Eurozone and our deep mobile TV experience will help bring about the overall vision for international IPTV enablement that ROO has set out for itself."

On an unaudited basis, Kamera generated approximately US$2.9 million of revenue in the 12 months ending December 31, 2007. Kamera management projects revenues of US$5.6 million in 2008.

Kaleil Isaza Tuzman, chairman and chief executive officer of ROO Group, commented, "Henrik and I have known each other for some time, and I have great respect for him and the Kamera team. Our companies have a like-minded approach to corporate clients. We value Kamera's European footprint, and the potential combination of ROO's interactive marketing and video enablement tools with Kamera's mobile distribution capabilities can give us the ability to offer a full-suite IPTV solution. While Kamera is currently generating a very small operating loss, we believe the immediate elimination of overlapping overhead costs will bring this loss to a gain position."

Isaza Tuzman continued, "The structure of the CDA gives us a great degree of flexibility and ensures ROO's exclusivity in the negotiation-as we move from LOI to a Definitive Agreement. If we decide to proceed with the acquisition of Kamera, we will do so with an upfront cash amount which can be paid out of treasury and the previously disclosed KIT Capital investment, without the need for any further equity financing. The current LOI also contemplates certain equity payments to Kamera at future dates- based on performance thresholds being met, and priced at future ROO common stock trading levels."

Unless otherwise amended, if either Kamera or ROO terminates the CDA before April 15, 2008, Kamera is obligated to pay back the cash advance in full plus an amount equal to an annual interest rate of 12 percent compounded daily, by June 30, 2008. The cash advance is also collateralized by Kamera's source code and a substantial number of Kamera's shares.

Conference Call:

It has been previously announced that management will hold an investor call on Wednesday, March 19, 2008 at 9:00am EDT/1:00pm GMT to discuss its current capital structure and management streamlining. Questions on the Kamera transaction will also be addressed. The call-in details are as follows:

Live dial-in information: U.S. dial-in -- (888) 603-6873 International dial-in -- (973) 582-2706 Conference ID # -- 39876475 Replay dial-in information: U.S. dial-in -- (800) 642-1687 International dial-in -- (706) 645-9291 Conference ID # -- 39876475

Investors can also access the call in a "listen only" mode via the Internet at http://www.kcsa.com/Audio.html. Please allow extra time prior to the call to visit the site and download any necessary audio software.

About ROO

ROO Group Inc. (OTC Bulletin Board: RGRP - News), through its 100% subsidiary ROO Media Corporation, is a global service provider enabling businesses to leverage their digital media assets and provide an enhanced user experience. The Company's proprietary platform and content management system, the ROO Video Exchange, and a suite of related products, allows web sites and their advertisers to organize video content, target advertising and maximize views. ROO is the service provider of choice for companies seeking enterprise level solutions and effective strategies for monetizing digital media assets. The Company also operates an advertising agency business specializing in a variety of media services including direct marketing, brand planning and identity, media buying and packaging. ROO has offices in New York, London, Dubai and Melbourne, Australia. For additional information, please visit www.roo.com.

About Kamera

Kamera works with the Associated Press, Disney-ABC, SNTV, and other blue- chip content owners to package and distribute an extensive array of time- sensitive, IPTV content which is carried by over 70 online corporate customers and 40 mobile carriers worldwide. Kamera's headquarters are in Stockholm, with local offices in Singapore and Cairo. For additional information, please visit www.kamera.com.

Forward-Looking Statements

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 -- With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of ROO Group, Inc. could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company's operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rates and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors see the risk factors associated with our Company, review our SEC filings.

Source: ROO Group