AMRU Amaru Inc (CE)

Amaru, Inc. (OTCBB:AMRU), a leading provider of interactive broadband entertainment and media on demand, announced today that its wholly-owned subsidiary Amaru Holdings Limited ("Amaru Holdings"), has entered into a sale and purchase agreement together with other sellers with Auston International Group, Ltd., a Singapore company ("Auston") to sell to Auston its majority owned subsidiary, M2B World Asia Pacific Pte Ltd., together with its subsidiary, M2B World Holdings Limited (collectively, "M2B Asia"). Auston is a company trading on the Singapore Stock Exchange under the symbol 5CS. The Agreement provides for the sale of 42,459,978 shares of M2B Asia, its total issued and outstanding capital. As the consideration for M2B Asia shares, Auston agreed to issue a total of 660 million new ordinary shares of Auston to M2B Asia shareholders. The Auston shares are valued at SGD 0.25 per share. Amaru Holdings is required to deliver a valuation report by an independent auditor to Auston confirming that the value of the assets of M2B Asia is no less than that of the amount of consideration to be paid by Auston. Following the completion of the transaction, Amaru Holdings would hold more than 50% of the enlarged issued and paid capital of 989,826,079 shares of Singapore-listed Auston. Additionally, Auston plans to issue 200 million new shares at SGD 0.27 to raise SGD 50 million which are intended to be used to fund future business developments in Asia including expanding into Japan, China, Taiwan, Korea and Malaysia. Presently, M2B World Pte Ltd, another subsidiary of Amaru, Inc holds 36,428,571 Auston shares or 11.14% of Auston received through a sales transaction of its subsidiary M2B Game World Pte Ltd in May 2006. The Agreement is subject to certain conditions precedent, including, but not limited to the shareholder approval of the transaction by Auston shareholders, the approval of the Singapore Stock Exchange and other related regulatory approvals of both parties. �With the completion of this merger with Auston, we will be able to unlock the value of M2B Asia�s content assets, and gain access to capital so as to accelerate our Asian growth strategy to deliver triple-play services to the fast-growing broadband consumer markets in Malaysia, Japan, China Taiwan, and Korea,� said Colin Binny, Amaru�s Chief Executive Officer. M2B Asia is based in Singapore and launched Singapore�s First Broadband TV service in July 2006 with an extensive content library with premium content comprising Hollywood blockbusters from a landmark distribution deal with SONY/MGM, Asian serials including highly popular Korean dramas, documentaries, fashion/ glamour, classics, edutainment, lifestyle, comedy and more. These content assets constitute the key competitive edge underlining M2B Asia�s ability to generate multiple revenue streams, sustained profitability and forge alliances with strategic partners like Zentek Technology (Japan) and China Telecom. M2B Asia already has 60,000 subscribers with 30,000 subscribers from China; and over 25 million visitors monthly from Asia to its various video streaming websites like Dragon78. M2B Asia is also a major content provider to Singapore Telecommunications Limited for its 3G mobile phone service, with M2B-branded content like Victoria�s Secret and World�s Funniest videos. It has also established a regional online games operations and distribution in Asia Pacific. Analyst firm IDC had reported that the online gaming market in Asia/Pacific, excluding Japan, generated $1.09 billion USD in subscription revenue in 2004. In January 2007, M2B Asia announced a launched of a first-ever video news on-demand channel for its Singapore Broadband TV service through a tie-up with Singapore Press Holdings Limited. About Amaru Inc. Amaru, Inc., through its subsidiaries under the M2B brand, is a leader in the Broadband Media Entertainment business, and a major provider of interactive Entertainment-on-demand, Education-on-demand and e-commerce streaming over Broadband channels, Internet portals, and 3G devices. To date, the Company has launched multiple Broadband TV websites for Hollywood and Asian entertainment, education and online shopping, with over 100 channels designed to cater to various consumer segments and lifestyles. Its content covers diverse genres such as movies, dramas, comedies, documentaries, music, fashion, lifestyle, edutainment, and more. The M2B brand has established its competitive edge by offering access to an expansive range of content libraries for aggregation, distribution and syndication on Broadband and other media; including rights for merchandising, product branding, promotion and publicity. This press release contains forward-looking statements, which are subject to change. The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, regulatory approval of the transaction, growth and demand for broadband services, the unproven nature of the subscriber model, consumer adaptation of set-top boxes, the ability to execute content deals on favorable terms, government controls on media & gaming in various regions, the ability to manage rapid growth, disruptions to networks, competitors and new entrants, changes in product mix, Amaru�s efforts to establish independent broadband sites in countries where conditions are suitable, its ability to expand its offerings of content in entertainment and education, and various other factors beyond the Company�s control.