New Frontier Media Shareholders Reelect all Four Company Nominees
to Board of Directors
BOULDER, Colo., Oct. 22, 2012 /PRNewswire/ -- New Frontier
Media, Inc. (NasdaqGS: NOOF) announced today that its board of
directors was reelected at its annual meeting of shareholders held
on October 18, 2012.
Shareholders also ratified the appointment of Grant Thornton LLP as
the Company's independent registered public accounting firm for the
fiscal year ending March 31,
2013.
On October 15, 2012, New Frontier
Media announced that the Company had signed a definitive agreement
to be acquired by LFP Broadcasting for $2.02 per common share in cash up front, or
approximately $33 million, plus a
contingent cash payment right for each common share. The
acquisition price represents approximately a 79% premium to New
Frontier Media's closing stock price on March 8, 2012, the day before New Frontier Media
received a publicly-announced unsolicited acquisition proposal. The
acquisition is expected to close during the fourth quarter of 2012.
The transaction is the result of a review of strategic alternatives
to maximize shareholder value conducted by the four directors who
were reelected, each of whom served on the Board's special
committee of independent directors.
The reelected board of directors issued the following
statement:
"The board of directors appreciates the support of New Frontier
Media's shareholders. Over the last eight months, we have
worked diligently to maintain a fair and level playing field for
all parties who participated in our review process, and we are
pleased that our efforts resulted in a very positive outcome for
all our shareholders. This all-cash transaction provides
shareholders immediate and certain liquidity at a substantial
premium. We also believe that this transaction with LFP
Broadcasting creates a great opportunity for our organization,
cable television partners and customers as two of the premier adult
media broadcasting companies join forces. We look forward to
completing the transaction as expeditiously as possible."
About New Frontier Media, Inc.
New Frontier Media, Inc. is a provider of transactional
television services and a distributor of general motion picture
entertainment. Our Transactional TV segment distributes adult
content to cable and satellite providers who then distribute the
content to retail consumers via video-on-demand (VOD) and
pay-per-view (PPV) technology. Programming originates from our
state of the art digital broadcast infrastructure in Boulder, Colorado. We obtain our
programming primarily by licensing content distribution rights from
movie studios, and we distribute new and unique programming in
order to provide consumers with an exceptional viewing
experience.
Our Film Production segment is a distributor of mainstream and
erotic films. The films are distributed to cable and
satellite operators, premium movie channel providers and other
content distributors. We act as a sales agent for mainstream
films and produce erotic films. The segment also periodically
provides contract film production services to major Hollywood studios. We are headquartered
in Boulder, Colorado, and our
common stock is listed on the Nasdaq Global Select Market under the
symbol "NOOF." For more information visit our web site at
http://www.noof.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements. In some
cases, forward-looking statements can be identified by words such
as "anticipate," "expect," "believe," "plan," "intend," "predict,"
"will," "may" and similar terms. Forward-looking statements in this
press release include, but are not limited to, statements regarding
the anticipated timing of filings relating to the transaction;
statements regarding the expected timing of the completion of the
transaction; statements regarding the ability to complete the
transaction considering the various closing conditions; statements
regarding prospective performance and opportunities; any statements
of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The forward-looking statements
contained in this press release related to future results and
events are based on the Company's current expectations, beliefs and
assumptions about its industry and its business. Forward-looking
statements, by their nature, involve risks and uncertainties and
are not guarantees of future performance. Actual results may differ
materially from the results discussed in the forward-looking
statements due to a variety of risks, uncertainties and other
factors, including, but not limited to, uncertainties as to the
timing of the tender offer and the merger; uncertainties as to how
many of the Company's shareholders will tender their stock in the
tender offer; the risk of litigation relating to the transaction;
the risk that competing offers will be made; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; the effects of disruption from the transaction making it
more difficult to maintain relationships with employees, customers,
vendors or other business partners; other business effects,
including, but not limited to, the effects of industry, economic or
political conditions outside of the Company's control; transaction
costs; actual or contingent liabilities; and other risks and
uncertainties discussed in documents filed with the SEC by the
Company, including, but not limited to, the
solicitation/recommendation statement and merger proxy statement to
be filed by the Company. Investors and shareholders are cautioned
not to place undue reliance on these forward-looking statements.
Unless required by law, the Company undertakes no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise. Readers are also urged to
review carefully and consider the various disclosures in the
Company's SEC periodic and interim reports, including but not
limited to its Annual Report on Form 10-K, as amended, for the
fiscal year ended March 31, 2012,
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2012 and Current Reports on
Form 8-K filed from time to time by the Company. All
forward-looking statements are qualified in their entirety by this
cautionary statement.
Important Information About the Tender Offer
This press release is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares of common stock of New
Frontier Media, Inc., a Colorado
corporation ("New Frontier Media"). The solicitation and the offer
to buy shares of New Frontier Media common stock will be made only
pursuant to an offer to purchase and related materials that are
filed with the Securities and Exchange Commission. Flynt Broadcast,
Inc., a Colorado corporation and a
wholly owned subsidiary of LFP Broadcasting, LLC ("Merger Sub"),
has not commenced the tender offer for shares of New Frontier Media
common stock described in this communication.
Upon commencement of the tender offer, LFP Broadcasting and
Merger Sub will file with the Securities and Exchange Commission a
tender offer statement on Schedule TO and related exhibits,
including the offer to purchase, letter of transmittal and other
related documents. Following commencement of the tender offer, New
Frontier Media will file with the Securities and Exchange
Commission a solicitation/recommendation statement on Schedule
14D-9. Shareholders should read the offer to purchase and
solicitation/recommendation statement and the tender offer
statement on Schedule TO and related exhibits when such documents
are filed and become available, as they will contain important
information about the tender offer.
Shareholders can obtain these documents when they are filed and
become available free of charge from the Securities and Exchange
Commission's website at www.sec.gov. In addition, shareholders will
be able to obtain a free copy of these documents (when they become
available) from New Frontier Media by contacting Marc Callipari, Chief Legal Officer, New
Frontier Media, Inc., 6000 Spine Road, Suite 100, Boulder, Colorado 80301, (303) 444-0900;
mcallipari@noof.com.
In connection with the proposed transactions contemplated by the
definitive agreement between LFP Broadcasting and New Frontier
Media, New Frontier Media and its directors, executive officers and
other employees may be deemed to be participants in any
solicitation of New Frontier Media shareholders in connection with
such proposed transactions. Information about New Frontier Media's
directors and executive officers is available in New Frontier
Media's proxy statement for its 2012 annual meeting of
shareholders, as filed with the SEC on September 21, 2012 and will be available in New
Frontier Media's solicitation/recommendation statement on Schedule
14D-9.
New
Frontier Investor Contacts:
|
New
Frontier Media Contacts:
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Grant
Williams
|
Andrew
Cole / Jonathan Doorley
|
Chief
Financial
Officer
|
Sard
Verbinnen & Co
|
(303)
444-0900 x
2185
|
(212)
687-8080
|
gwilliams@noof.com
|
jdoorley@sardverb.com
|
OR
|
|
|
|
Scott
Winter
|
|
Innisfree
M&A Incorporated
|
|
(212)
750-5833
|
|
swinter@innisfreema.com
|
|
SOURCE New Frontier Media, Inc.