JumpTV and NeuLion Sign Definitive Agreement to Merge
TORONTO--(eMediaWorld - June 27, 2008) - JumpTV Inc. (TSX: JTV) (
The terms of the definitive agreement are outlined in detail in the June 9,
2008 announcement. Closing of the proposed merger is scheduled to occur on
or about October 1, 2008 and is subject to regulatory approvals (including
approval of the Toronto Stock Exchange), JumpTV shareholder approval and
NeuLion shareholder approval.
JumpTV and NeuLion have agreed that the proposed private placement of
units, previously disclosed on June 9th, 2008, will be put to a shareholder
vote in conjunction with shareholder approval of the definitive agreement.
Pursuant to the private placement, AvantaLion LLC, an entity controlled by
Mr. Wang, has irrevocably committed to subscribe for 10 million units from
JumpTV's treasury at a price of $1.00 per unit, and G. Scott Paterson has
also committed to buy 1 million units on the same terms. The aggregate
gross proceeds from the units will be CDN$11 million. Closing of the
private placement is subject to regulatory approvals, including approval of
the Toronto Stock Exchange. Completion of the merger is additionally
conditional on shareholder approval of the unit subscription. The
companies continue to anticipate the shareholder meeting will be held on or
about October 1, 2008.
Additionally, the Company announced Jordan Banks will cease acting as CEO
effective June 27, 2008. In conjunction with this news, Mr. Banks did not
stand for re-election as a director of the Company at today's Annual and
Special General Meeting.
"We are grateful to Jordan Banks for his strategic vision and unwavering
dedication to JumpTV and all of its stakeholders for the past eight
months," said G. Scott Paterson, Executive Chairman, JumpTV. "Jordan has
played a critical role in JumpTV's evolution. We wish him all the best in
his future endeavors."
On June 25, 2008, Brad Greenspan, on behalf of an entity which he controls,
delivered an unsolicited offer to combine JumpTV and LiveTime Group. The
Board of Directors of JumpTV convened a special meeting to review and
consider Mr. Greenspan's proposal. After due consideration, deliberation
and discussion, and following receipt of legal and financial advice, the
Board determined that Mr. Greenspan's proposal was not in the best
interests of the Company, and that the Company's interests and its
shareholders' interests were best served by continuing its negotiations
with NeuLion, ultimately completing the definitive agreement as described
above.
About JumpTV
JumpTV (www.jumptv.com) (TSX: JTV) (
Through JumpTV's consumer websites: JumpTV.com, Cycling.TV and
SportsYa.com, as well as its collegiate and international sports partner
websites, JumpTV streams tens of thousands of hours of live and on-demand
events and international programming over the Internet each year.
About NeuLion
Based in Plainview, NY, NeuLion works with content partners to develop
end-to-end solutions for multimedia IPTV services. The NeuLion iPTV
Platform encodes, delivers, stores and manages an unlimited range of
multimedia content, and the Operational Support System (OSS) maintains all
billing and customer support services. NeuLion content partners are
responsible for content aggregation and the sales and marketing for the
individual IPTV service.
Forward-Looking Statement
Certain statements herein relating to JumpTV's plans to merge with Nuelion,
Inc. are forward-looking statements and represent JumpTV's current
intentions in respect of future activities. These statements, in addressing
future events and conditions, involve inherent risks and uncertainties.
Forward looking statements can by identified by the use of the words
"will," "expect," "seek," "anticipate," "believe," "plan," "estimate,"
"expect," and "intend" and statements that an event or result "may,"
"will," "can," "should," "could," or "might" occur or be achieved and other
similar expressions. Forward-looking statements involve significant risk,
uncertainties and assumptions. Many factors could cause actual results,
performance or achievements to differ materially from the results discussed
or implied in the forward-looking statements. These factors should be
considered carefully and readers should not place undue reliance on the
forward-looking statements. Although the forward-looking statements
contained in this release are based upon what Management believes to be
reasonable assumptions, the Company cannot assure readers that actual
results will be consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this release and the
Company assumes no obligation to update or revise them to reflect new
events or circumstances, except as required by law. Many factors could
cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
that may be expressed or implied by such forward-looking statements,
including: general economic and market segment conditions, competitor
activity, product capability and acceptance, international risk and
currency exchange rates and technology changes. More specific risks include
that the merged entity will not be able to realize some or all of the
expected synergies due to incompatibilities in the merging businesses, the
inability of management to bring about such synergies or a changing
business environment rendering such synergies inadvisable or uneconomical.
After integrating the businesses the suite of service offerings may not
perform as expected if shifting demand moves in a direction away from the
expected business model of the merged entity, if competitors are able to
take market share away from the merged entity or if changing technology
adversely impacts the merged businesses. In addition, while the Company
expects its content partners and those of NeuLion to continue and expand
their relationship with the merged entity, there can be no assurance that
such relationships will continue as expected, or at all. More detailed
assessment of the risks that could cause actual results to materially
differ than current expectations is contained in the "Risk Assessment"
section of the Company's 2007 annual MD&A filed on www.sedar.com.
| JUMPTV PR / IR CONTACTS: G. Scott Paterson Executive Chairman JumpTV 416-368-6464 Jennifer Barron JumpTV 647-426-1243 Marc Georges Ricochet PR Phone: 212-679-3300 x125 Email: AIM NOMAD CONTACTS: UK Neil Johnson / Andrew Chubb Canaccord Adams Limited +44 207 050 6500 |
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