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TORONTO, May 10 /CNW/ - Fluid Music Canada, Inc. (TSX:FMN) ("Fluid") announced today that it has completed its private placement of 37,500,000 subscription receipts at a price of C$1.60 per subscription receipt for gross proceeds of C$60 million (the "Offering"). The Offering was made in connection with Fluid's previously announced acquisition of all of the issued and outstanding shares and debt of Mood Media Group SA ("Mood Media") in consideration for EUR 160 million (approximately US$206 million) (the "Mood Media Acquisition").
The Offering was led by BMO Capital Markets and was undertaken to satisfy a portion of the purchase price for the Mood Media Acquisition which is expected to be completed on or before June 4, 2010.
Each subscription receipt will entitle the holder thereof to acquire one common share of Fluid without payment of additional consideration upon satisfaction of certain release conditions, including, receipt of all required approvals and consents and the satisfaction of all conditions precedent of the Mood Media Acquisition, other than payment of the purchase price thereof (the "Release Conditions"). The gross proceeds of the Offering will be held in escrow and released to Fluid to complete the Mood Media Acquisition following the satisfaction of the Release Conditions. In the event that the Release Conditions are not satisfied on or before 5:00 p.m. (EST) on the date that is 60 days following the date hereof or the Mood Media Acquisition is abandoned or terminated prior thereto, holders of subscription receipts shall be entitled to receive, in exchange for such holders' subscription receipts, an amount equal to the aggregate purchase price paid for their subscription receipts, together with such holder's pro rata share of earned interest thereon.
The balance of the purchase price for the Mood Media Acquisition will be satisfied from cash on hand, a new senior credit facility from a Canadian chartered bank and new mezzanine financing.
About Fluid Music Canada, Inc.
Fluid is a leading private label music aggregation and distribution company, providing music solutions to both business and individual consumers. Fluid has compiled a music library of five million songs from a diverse network of producers, including major label, independent and emerging artists. Trusonic, Fluid's wholly owned subsidiary, is a leader in Internet-delivered background music and messaging to the retail and hospitality sectors in North America. Fluid's retail point of purchase division, Somerset Entertainment Ltd. is the leading North American producer and distributor of specialty music sold through non-traditional retailers using interactive displays. It has an active network of over 24,600 interactive displays installed in 18,800 locations in North America. Somerset's customers include leading retailers such as Wal-Mart, Target, Costco, Bed Bath & Beyond and Shoppers Drug Mart. For further information about Fluid, please visit www.fluidmusic.com.
Mood Media provides in-store audio, video, media and marketing solutions to a wide range of businesses including specialist retailers, department stores, supermarkets, financial institutions and fitness clubs as well as hotels and restaurants. In total, the Mood Media group supports over 650 international brands in more than 116,000 commercial sites across 35 countries throughout Europe, Australia and Asia. Mood Media's services have a direct impact on consumer purchasing decisions at the point of purchase which makes in-store media a highly effective marketing tool. In-store media services enhance branding in real-time, drive impulse purchases and increase footfall by improving the shopping experience for customers.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. The statements that are concerning Fluid's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of Mood Media, its subsidiaries and Fluid are forward-looking statements. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to important assumptions, including the following specific assumptions: the ability of Mood Media and Fluid to meet their respective revenue targets; the ability to achieve cost synergies; the completion of the Mood Media Acquisition in accordance with its terms; general industry and economic conditions; changes in Mood Media's and Fluid's relationships with their customers and suppliers; pricing pressures and other competitive factors; and changes in regulatory requirements affecting the businesses of Mood Media and Fluid. Fluid has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements. While Fluid considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect.
Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: failure to obtain shareholder approval of the Offering; general economic and business conditions; financing risk; risks inherent in the business of operating Mood Media and Fluid, including the inability to attract and retain qualified employees; competition; disruptions in business operations; interest rate and foreign currency fluctuations; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; and liability and other claims asserted against Fluid. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Fluid. Forward-looking statements are given only as at the date hereof and Fluid disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.
SOURCE FLUID MUSIC CANADA, INC.
For further information: For further information: Lorne Abony, Chairman, President and Chief Executive Officer, Fluid Music Canada, Inc.