January 14, 2011

Croft & Bender client and C&B Capital portfolio company merges with Cartera Commerce

Lexington, MA and Atlanta, GA; January 14, 2011 - Cartera Commerce, the leading provider of multi-channel shopping solutions and merchant-funded rewards, and Vesdia, a pioneer in partnership marketing and the leading provider of in-store merchant-funded rewards, today announced that the two companies have signed a definitive merger agreement. The terms of the transaction were not disclosed.

The combined company is now the industry's top provider of multi-channel merchant networks and performance advertising solutions, with an advertising reach of more than 150 million consumers and a blue-chip client roster, including 4 of the top 5 U.S. card issuers and 3 of the 4 largest U.S. airlines. The combined company will retain the Cartera Commerce brand and will be headquartered in Lexington, MA with significant operations in Atlanta, GA.

"There is unprecedented market demand for multi-channel merchant networks, performance advertising and transaction marketing solutions, especially given the impact of the Durbin Amendment on debit card interchange fees," said Tom Beecher, president and CEO of Cartera Commerce. "With more comprehensive solutions, a larger merchant network and greater overall scale, the merger of Cartera and Vesdia allows us to fully capitalize on this compelling market opportunity, driving incremental revenue for merchants, banks and loyalty programs."

Tom Beecher, president and chief executive officer of Cartera Commerce, will continue in this role, leading an integrated management team for the combined company. Jim Douglass, president and chief executive officer of Vesdia, is now the executive vice president of retail advertising and partnerships and a board member of Cartera Commerce. Pete Kight, chairman of the board for Vesdia, co-chairman of the Comvest Group and previously the founder, Chairman and CEO of CheckFree Corporation, has also joined Cartera's board of directors.

Cartera and Vesdia bring together synergistic and complementary capabilities, merchant networks and client bases. Vesdia's industry-leading "brick-and-mortar" merchant network features "always-on" offers from more than 1,000 national, regional and local in-store retailers, delivering value and differentiation to some of the world's largest travel, hospitality and loyalty programs. Cartera's award-winning multi-channel shopping and transaction marketing platform has powered the company's tremendous revenue growth, partnerships with "everyday spend" merchants, and adoption by leading financial services firms.

The merger will create significant benefits for clients and partners of both companies, including:

Largest Merchant Network and Offer Inventory: More than 3,000 national, regional, local and online merchant partners, including the industry's best inventory of "always-on" brick-and-mortar rebate offers, and access to over 75,000 local coupons.

Product Leadership and Innovation: A best-in-class multi-channel shopping and transaction marketing platform featuring a compelling, personalized user experience and targeted offer delivery across multiple digital marketing channels including mobile, web, online banking statements, email, social media and browser apps.

Scale, Investment and Growth: The consumer reach, network scale and combined resources needed to optimally develop and service client and merchant partnerships, while accelerating innovation and expansion.

About Cartera Commerce

Cartera Commerce is the leading provider of multi-channel merchant networks and performance advertising solutions that increase revenue and drive incremental sales for retailers, banks, card issuers and loyalty programs. With a robust transaction marketing platform and a world-class network of national, regional, local and online merchant partners, Cartera Commerce powers personalized online and in-store shopping programs across multiple digital marketing channels including web, mobile, online banking statements, email, social media and browser apps. Cartera's performance advertising network now integrates more than 3,000 merchant partners and reaches more than 150 million consumers. Industry leaders including American Airlines, Wells Fargo, Delta Airlines, SunTrust, USAA, Citizens Bank, Upromise and United Airlines rely on Cartera to build loyal, profitable customer relationships. Cartera was rebranded from Mall Networks in August 2010 and merged with Vesdia in January 2011. The company is headquartered in Lexington, Mass. For more information, visit www.cartera.com.