This blog channel has no subscribers |
There are no subscribers to this blog yet. Click here to be the first subscriber to this blog. |
|
 |
|
| | |
| | JUMPTV & LIVETIME GROUP | | | Thursday, June 26, 2008 (9:47 AM)
(I'm feeling determined) | | |
MYSPACE FOUNDER BRAD GREENSPAN MAKES OFFER TO MERGE JUMPTV & LIVETIME GROUP, ALLOWING JUMPTV SHAREHOLDERS TO SELL 25% OF THEIR SHARES AT $1.01 PER SHARE.
-Combined Business Creates Diversified Online Sports and Television Network
Los Angeles, Calif., June 26, 2008 /BusinessWire/, LiveVideo Network, a collection of fast growing internet properties led by Internet Entrepreneur and Myspace Founder Brad Greenspan announced today that it has made an offer delivered yesterday to the Board of JumpTV Inc. (AIM: JTV) (TSX:JTV) (www.jumptv.com) to merge publicly traded JumpTV with LiveVideo Network’s 100% owned social entertainment group of sites - LiveTime Group (LG).
Key provisions of the offer (note: please see full details below) include:
1) Public shareholders of JumpTV would get option/right to sell up to 25% of their common stock in JumpTV at $1.01 per share in cash (with an estimated maximum of 12,500,000 shares purchased)
2) LiveTime Group (LG) would merge its 100% interests and all related assets in exchange for being issued 49,500,000 Common shares of JUMPTV, 1,840,097 contingent shares, which represents approximately slightly less then the entire issued and outstanding shares of JumpTV, and 4.5 million warrants exercisable for two years at US$1.10.
The assets/websites LG merges in at the time of closing will have no less then
6 million unique users per month in aggregate according to 3rd party traffic audit firm (Comscore)
3) Contribution of $7,000,000 in guaranteed online promotion of JumpTV/LiveTime Group properties over the next 5 years
LiveUniverse, Mr. Greenspan’s internet holding company with over 50 million monthly unique visitors across over 35 websites would contribute over $7,000,000 in guaranteed online promotion Of JUMPTV/LG properties over next 5 years. This will allow the combined companies to reduce or turn off external marketing costs to conserve cash.
OUR PROPOSAL PROVIDE MORE UPSIDE FOR SHAREHOLDERS VS. PREVIOUSLY ANNOUNCED NEULION TRANSACTION
We believe that merging LiveTime Group with JumpTV along with our restructuring plan outlined below, will provide significantly greater upside and value for shareholders then the recently announced Neulion transaction.
We also believe the LiveTime Group transaction described herein is a superior offer.
We would merge the LiveTime Group assets with JumpTV’s assets and create a new Company- LIVEJUMP (LJ) that owns and aggregates web properties in SPORTS and ONLINE TELEVISION areas. LiveJump would grow organically as well as thru acquisitions.
-Stockholders of JumpTV get Premium Liquidity Event to sell shares at $1.01 vs. Neulion deal allows no such Premium Liquidity event for shareholders.
-Less Dilution for JumpTV Shareholders – JumpTV is issuing less stock with our proposed transaction and shareholders therefore are less diluted as a result
-No Mega-Dilution Event. JumpTV’s Neulion deal also includes a provision to sell 11 million new shares at $1.00 + give 11 million warrants to Neulion at roughly $1.25. This generates over 22 million new shares being issued for no clear benefit.
LiveTime Group has no ‘mega-dilution’ event as part of the transaction which appears harmful for shareholders.
-Assets to be contributed by LiveTime Group bring over 6 million unique monthly new users while Neulion provides no new unique users to JumpTV’s
consumer business.
About LiveTime Group
The LiveTime Group (LG) located in Silicon Valley is focused on Social Entertainment with properties providing online news, community, and information related to television shows, celebrity news, sports events, and mobile services, LG consists of several websites that in aggregate reach over 6 million unique visitors per month.
LiveTime Group’s leading properties include: MeeVee Corp and Jangl Mobile
which have developed their brand, audience, and technology via a total cash investment of $34 million dollars from four of the most prominent Venture Capital firms in the country. Both were acquired by LiveVideo Network in 2008.
LiveVideo Network is led by Chairman/CEO and majority shareholder Brad Greenspan. Mr. Greenspan created Myspace in August 2003 while he was Chairman/CEO of Internet incubator eUniverse which he also founded in 1998.
Brad had sole discretion and authority to determine and run eUniverse’s internet
strategy. Mr. Greenspan followed Friendster in early 2003 and upong deciding to launch his own social network – Myspace – greatly enhanced the long term value of publicly traded eUniverse.
Mr. Greenspan intends to be very active in helping grow shareholder value for JumpTV and LG shareholders and would take post of Chairman.
Mr. Greenspan’s Myspace is the most valuable media company created over the last five years with most analysts pegging its value today between
$10-40 Billion U.S Dollars.
At the end of 2005, Mr. Greenspan started LiveUniverse and BroadWebAsia, funded them with over $35 million of his own capital invested, and today
the properties in aggregate reach over 100 million unique users per month across
U.S./ Europe / Asia thru over 50 web properties.
More background information as well as a recent CNBC interview can be found at www.BradGreenspan.com
Shareholders may find more information, get updated, and sign up to be informed of breaking news related to JumpTV and LiveTime Group’s proposed merger
at www.Livevideo.com/Jumptv
The link to the full letter to the Board shall be available at www.livevideo.com/Jumptv by the close of business today.
The following is a summary of the key terms sent in an email letter yesterday Wednesday, June 25, 2008, to the current JumpTV Board of Directors:
TRANSACTION STRUCTURE
1) Purchase of up to 25% of JUMPTV Shareholders’ Common Stock at $1.01 per share.
-Public Shareholders of JUMPTV would get option/right to sell up to 25% of their common stock in JUMPTV at $1.01 PER SHARE IN CASH. (we estimate this would be a maximum of 12,500,000 shares purchased)
-The stock Purchase would provide some liquidity for shareholders while reducing the shares outstanding significantly, boosting the value and likely the trading price.
-Flexible structure allows shareholder to have choice to sell 0% or up to 25% of held JumpTV stock. Longer term focused shareholders can bet on new management/plan by electing to sell less then 25%.
-Note: LG would effect this purchase thru JUMPTV’s existing cash on hand. LG would contractually agree not to sell any portion of its newly issued stock if this element of overall transaction occurs after the merger.
2) MERGE LIVETIME GROUP WITH JUMPTV / PUBLIC VEHICLE
LiveTime Group (LG) would merge its 100% interests and all related assets including its 100% owned Meevee Corp and Jangl Mobile assets in exchange for being issued 49,500,000 Common shares of JUMPTV, 1,840,097 contingent shares, which represents approximately slightly less then the entire issued and outstanding shares of JumpTV, and 4.5 million warrants exercisable for two years at US$1.10.
The assets/websites LG merges in at the time of closing will have no less then
6 million unique users per month in aggregate according to 3rd party traffic audit firm (Comscore)
3) CONTRIBUTION OF $7 MILLION IN ONLINE CARRIAGE FOR JUMPTV TO BUILD AUDIENCE & REDUCE MARKETING COSTS
LiveUniverse, Mr. Greenspan’s internet holding company with over 50 million monthly unique visitors across over 35 websites would contribute over $7,000,000 in guaranteed online promotion Of JUMPTV/LG properties over next 5 years
-This will allow the combined companies to reduce or turn off external marketing costs to conserve cash.
4) NEW LEADERSHIP
LiveTime Group (LG) would manage the new combined entity thru having right to nominate 4 of 7 Board Seats. LG would nominate four seats and the existing
Board/Shareholders would nominate three seats
At the signing of a definitive agreement, LG would begin to help restructure the public company working with the existing/current Board.
LG would would with combined Board to put in place experienced Chief Executive to best serve the combined Board and shareholders going forward.
The LiveTime Group team including Mr. Greenspan would be available immediately to help with OPERATION JUMPTV (See below)
5) ALIGNING INTERESTS WITH SHAREHOLDERS WITH MYSPACE FOUNDER BUYING SHARES IN OPEN MARKET AT $1.20 PER SHARE OR HIGHER.
-Mr. Greenspan, will personally buy $250,000 of
JUMPTV STOCK in the open market post-transaction but at no price
lower then $1.20 per share.
Note: If at the end of 12 months, the public stock has not traded higher then $1.20 for sufficient time for Mr. Greenspan to purchase stock at $1.20 or higher, then Mr. Greenspan shall buy such stock directly from company and JumpTV shall use such capital to buyback shares directly in the market at the best prices it can to benefit shareholders.
6) FORM NEW ADVISORY BOARD
-We would form a new advisory Board as part of transaction and seek to offer
spots in the Advisory Board to the current Chairman, CEO, and any other
Board or key employees we identify as helpful to the transition and go forward
Success of company.
7) RESTORE LONG TERM CONFIDENCE – 24 MONTH STOCK LOCKUP
-Mr. Greenspan and LiveTime Group shall agree to lock up newly issued/ held stock by the corporate entities of which Brad or LiveVideo Network the parent of LG will own over 90% of new shares issued. Both will agree to lockup their held stock for 24 months from issuance.
8) LAUNCH OPERATION JUMPTV GOALS: RESCUE -RESTORE -REBOUND
IMMEDIATE RESTRUCTURING / CASH CONSERVATION
-Finish Process to sell CDN. LiveTime Group management has extensive contacts in this area and would proactively help sell the CDN asset in interim period.
-Reduce HeadCount Immediately!
-LiveTime Group would have no more then 25 employees at the time
of merger/closing.
-LiveTime Group believes that JUMPTV assets should have no more then 25 employees to operate/run such assets with the resources & experience that LG brings to the table.
-Therefore- LG would plan to reduce JUMPTV headcount
from today’s roughly 270 employees down to 25 employees
within 60 days.
Therefore JumpTV/LiveTime Group would have a maximum of
50 employees in the aggregate within 60 days.
9) FINANCIAL GOALS
Financial Goals:
-Reduce Monthly Burn to below $1 million per month within 60 days (from roughly $3 million runrate in last quarter). Currently and thru closing, LG’s contribution of initial monthly burn rate will stay below $200,000 per month
-BreakEven by end of end of Q109 (March 31, 2009) and grow profits from there.
Current Forecast of Contributed LG Assets: To date, LG has focused on building audience & technology assets. With these established, LG is now beginning to focus on monetizing with the next step the buildout of an ad sales team focused on selling Sports and TV verticals in U.S. & Canada.
-2008 Revenue of LG Assets forecasted to be $2.0 million and loss of ($1.8 million), 2009 Revenue of LG Assets forecasted to be $7.0 million and profit of $1.4 million. 2010 Revenue of LG Assets forecasted to be $19 million and
profit of $4.5 million
10) SHAREHOLDERS MUST BE ON BOARD
Mr. Greenspan is shareholder advocate, and has shaped the transaction so as to
respect the common shareholders and their rights.
LG does not wish to disenfranchise shareholders and therefore believes a shareholder Vote should be mandatory to effect any transaction causing a change of control such as contemplated here. The Purchase of Units
announced by JumpTV seems clearly linked to the final transaction and therefore
the ENTIRE JUMPTV/NEULION TRANSACTION ANNOUNCED SHOULD BE APPROVED OR NOT APPROVED VIA SHAREHOLDER VOTE.
JUMPTV does not need cash. So selling more shares ahead of shareholder vote merely dilutes company and shareholders.
Contact:
LiveVideo Network
Brad Greenspan
bgreenspan@liveuniverse.com
| | | 197 Views | 0  Thumbs Up | 0 Comments |  |
|
|
| | |
| |
|
|
|
