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, CA, June 26 /CNW/ - 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 PROVIDES 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 upon 
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

    - Break Even 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.





For further information:

For further information: LiveVideo Network, Brad Greenspan,
bgreenspan@liveuniverse.com, (310) 492-2200

Organization Profile

LIVEVIDEO NETWORK

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890