InComm(R) Signs Definitive Agreement to Acquire PRE Holdings, Inc.

ATLANTA, Feb. 23 /PRNewswire/ -- InComm, a leading technology provider and distributor of prepaid products, announced today that it has signed a definitive agreement to acquire PRE Holdings, Inc. (PRE), a U.S. prepaid distributor and processor. The acquisition of PRE marks the second recent acquisition by InComm, which also announced the acquisition of KwikSystems, LLC and Prepaid Enterprises, LLC. InComm plans to integrate the newly acquired businesses to further enhance its leadership position in the U.S. prepaid industry as well as support its international growth in both the UK and Canada.

PRE, an Atlanta-based company, delivers a broad range of prepaid products, including prepaid wireless airtime, long-distance cards, gift cards, music downloads, ringtones and online games and the Mio(TM) Money Prepaid MasterCard(R) to over 60,000 retail locations including grocery stores, discount dollar stores, travel centers and convenience stores.

"The acquisition of PRE is a very opportune and complementary addition to our business, which has experienced aggressive growth in both the U.S. and internationally since 1992," said M. Brooks Smith, InComm President and CEO. "By integrating these businesses, it provides an opportunity to broaden our product portfolio for our existing clients, resulting in benefits to our product partners and end consumers. Our combined merchant base will touch small to large retailers. Streamlined operations and new product opportunities will further enhance our ability to react in a fast moving market environment."

The consumer demand for a variety of prepaid products is at an all time high from gift cards to wireless to debit cards. All types of consumers are recognizing the benefits of prepaid products such as the freedom from contracts to the flexible budgeting aspect and even the parental control mechanism. Consumers expect all prepaid products to be readily available at retail locations they frequent. It is all about convenience and control for the consumer. Consumers will benefit greatly as InComm is able to increase its ability to provide greater access to more products and services for underserved consumers.

The acquisition of PRE will accelerate InComm's retail presence to over 145,000 locations to become the leading U.S. prepaid distributor in terms of retail locations and prepaid transactions. Additionally, the integration will enable InComm to offer the most comprehensive prepaid product range in the market, which includes its subscription activation products, full range of prepaid wireless programs, enhanced long-distance programs, music and game downloads, private label and third party gift cards and an array of financial services products such as the Mio(TM) Money Prepaid MasterCard(R) and Vanilla(TM) Visa(R) Gift Card.

"By leveraging the best practices of both companies and integrating system platforms, it will enable us to not only bring more products but also a broader range of marketing and merchandising options and quicker execution at the store level," said Campbell B. Lanier III, PRE Holdings Chairman and CEO. "We are simply a much stronger company with our collective scale which will enable us to generate greater revenue for our retail and product partners going forward."

Following the closing of the transaction, Mr. Lanier will continue to serve InComm as a member of its board of directors. "I am very pleased that Cam will stay involved with InComm going forward," said Smith. "This provides us with not only continuity but a tremendous wealth of business and industry expertise to help guide InComm in the future."

InComm expects the acquisition of PRE to be completed in approximately 45 days. Financing for the acquisition to be provided by JPMorgan Chase.

About InComm

InComm has been the innovator in prepaid products and payments technology since 1992. Its product line includes a suite of retail prepaid services, subscriber services and payment solutions that are changing the way consumers purchase. From wireless to music downloads, ring tones and games, financial services, third party gift card programs as well as broadband and digital television-InComm is partnering with worldwide leaders to provide the services customers demand. InComm currently services over 75,000 retail locations. To learn more about InComm, visit http://www.incomm.com/ or call 1.800.352.3084. InComm is headquartered in Atlanta, GA with offices in Colorado, Texas, UK and Canada.

About PRE

PRE Holdings, Inc., along with its subsidiaries PRE Solutions, Inc. and ITC Financial Services, LLC, is a leading provider of prepaid transaction processing solutions. With a range of products designed to offer retailers powerful revenue opportunities in prepaid products and other services, the company's solutions are fast, easy-to-use and eliminate the need for a retailer to purchase and manage prepaid product inventory. PRE Holdings' inventory features real-time product delivery, detailed transaction reporting and point-of-sale activation. PRE's product line includes prepaid wireless airtime, long-distance cards, gift cards, music downloads, ringtones and games, online games, the Mio(TM) Money Prepaid MasterCard(R), and the Mio(TM) Now Card. Mio Cards are issued by BankFirst and offered by ITC Financial Licenses, Inc. PRE currently serves more than 60,000 retail locations throughout the United States. To learn more about PRE Holdings, Inc., visit our websites at http://www.preholdings.com/ or http://www.miocard.com/ . PRE is headquartered in Norcross, GA with offices in San Juan, Puerto Rico, Jacksonville, FL and Cherry Hill, New Jersey.

InComm and Fastcard are registered trademarks of InComm Holdings, Inc. All

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