MediaRing Plans PacNet Buy

SINGAPORE -- MediaRing Ltd (Bloomberg: MR SP) ("MediaRing") announced today that it intends, subject to the satisfaction of certain conditions, to make a voluntary conditional cash general offer to acquire all the issued shares in the capital of US Nasdaq- listed (Nasdaq: PCNTF - News) Pacific Internet Limited ("PacNet"). If the offer is made and is successful, the combined MediaRing-PacNet group is expected to become a one-stop premier provider of voice and data services in the Asia Pacific region.

MediaRing currently owns 651,572 shares, representing approximately 4.86% of PacNet, which MediaRing believes is the largest telco-independent Internet communications service provider by geographical reach in the Asia Pacific region.

The offer, if made, is expected to be on the following basis:

MediaRing is required under applicable regulations to obtain the approval of the Info-Communications Development Authority of Singapore (IDA) prior to making the offer. In addition, MediaRing is also seeking shareholders' approval and requiring the satisfaction of certain other conditions by 31 May 2006 prior to making the offer.

MediaRing has sufficient internal resources and intended bank facilities available to fund the proposed offer.

Commenting on its reasons for seeking to acquire PacNet, Mr. Koh Boon Hwee, Executive Director of MediaRing, said, "There are significant strategic and business synergies to be tapped from combining our businesses."

"The complementary nature of the two businesses and their combined geographical presence are expected to provide ample opportunities for cross- marketing and bundling of services, brand leveraging and cost rationalisation through economies of scale," Mr. Koh explained.

"Such synergies, if realised, are expected to enable the enlarged group to improve its efficiency and compete more effectively."

MediaRing also announced a proposed renounceable non-underwritten rights issue to its shareholders of up to 245,493,341 new MediaRing shares at an issue price of S$0.16 each. This is expected to raise net proceeds of approximately S$38.8 million if fully subscribed. The rights issue will not be made outside Singapore.

The net proceeds from the rights issue are expected to be used towards partial funding of the proposed offer for PacNet, if made, or the repayment of a portion of the financing to be obtained for the offer, if made, and/or any other acquisition and/or investment in assets or businesses, which are synergistic with MediaRing's businesses. The rights issue will, subject to MediaRing shareholders' approval, proceed regardless of the outcome of the offer.

Venture One Finance Ltd, which holds approximately 150.3 million shares representing a 16.6% stake in MediaRing, has undertaken to subscribe for its full entitlement to the proposed rights issue.

MediaRing Ltd.