EXCHANGE AND RECAPITALIZATION AGREEMENT
Exhibit 99.1
Los Angeles CA, June 12, 2008 — Simon Worldwide, Inc. (OTC: SWWI) announced today that it had
entered into an Exchange and Recapitalization Agreement with Overseas Toys, L. P., the holder of
all the outstanding shares of Preferred Stock of Simon, pursuant to which all the outstanding
Preferred Stock would be converted into shares of Common Stock representing 70% of the shares of
Common Stock outstanding immediately following the conversion. The Agreement was negotiated on
Xxxxx’x behalf by a Special Committee of disinterested directors which, based in part upon the
opinion of the Committee’s financial advisor, determined that the transaction is fair to the
holders of Common Stock from a financial point of view. Closing of the transaction is contingent
upon stockholder approval of an amendment to Xxxxx’x charter at a meeting expected to be held in
the Fall.
Contact:
Simon Worldwide, Inc.
Xxxxx Xxxxxxx, 000-000-0000
Xxxxx Xxxxxxx, 000-000-0000
