Focus Media (FMCN) will acquire CGEN Digital Media Company Limited, an operator of an in-store digital advertising network in China.

Under the agreement, Focus Media will acquire 100% of the equity of CGEN for US$168.4 million in cash, and an additional payment of up to US$181.6 million, part in cash and part in Focus Media ordinary shares (valued at US$53.42 per ADS, each of which represents 5 Focus Media ordinary shares), contingent upon CGEN meeting certain earnings targets during the twenty four month period from the closing of the transaction.

The transaction values CGEN at 17.5 times its expected 2008 US GAAP earnings with certain adjustments. All Focus Media shares issued in the transaction will be newly issued. The transaction is expected to close in the first quarter of 2008, subject to customary closing conditions. The transaction is expected to be accretive to Focus Media's earnings per share excluding potential additional intangible amortization resulting from the transaction.