TORONTO, Dec. 7 /CNW/ - OutdoorPartner Media Corporation (TSX-V: OPX - News) ("OutdoorPartner" or the "Company"), a leading alternative out-of-home media provider, today announced that it has entered into an agreement that will effect the sale of substantially all of its assets (the "Transaction").
OutdoorPartner and it U.S. operating subsidiary, Intelligent Media Corporation operating under the name Prime Point Media ("PPM"), have entered into an agreement dated December 7, 2009 (the "Purchase Agreement") with Brite Media Group LLC ("Brite Media") and a newly formed subsidiary of Brite Media ( "NewCo"), pursuant to which PPM has agreed to sell substantially all of its assets, including all of its phone kiosk and other media-related assets (the "Phone Kiosk Assets"). Pursuant to the terms of the Purchase Agreement, in exchange for the Phone Kiosk Assets, NewCo will assume certain liabilities and pay OutdoorPartner cash consideration of US$2.0 million, subject to a working capital adjustment and an adjustment based on revenue between closing and April 30, 2010. Closing is conditional on obtaining OutdoorPartner shareholder approval and other customary conditions, including receipt of all necessary regulatory approvals. The Purchase Agreement includes a non-solicitation covenant by OutdoorPartner, subject to customary provisions that entitle OutdoorPartner to consider and accept a superior proposal, as defined in the Purchase Agreement, to purchase the Phone Kiosk Assets or all of the assets or share capital of OutdoorPartner. The Purchase Agreement also provides NewCo with the right to match any superior proposal and provides for a termination payment of US$195,000 payable by OutdoorPartner to NewCo if the Transaction is terminated as a result of a superior proposal. In addition, the Purchase Agreement provides for a termination payment of US$100,000 payable by OutdoorPartner to NewCo if the Transaction is not approved by OutdoorPartner shareholders.
OutdoorPartner shareholders will be asked to approve the Transaction at a special meeting of shareholders which is expected to occur in January 2010 (the "Meeting"). The board of directors of the Company has unanimously recommended that shareholders vote in favour of the Transaction at the Meeting. The Transaction will require the approval of two-thirds of OutdoorPartner shareholders present in person or by proxy. The Transaction is expected to close within 75 days of the date of the Purchase Agreement. As a result of the divesture, the Company will cease active business operations, and its listing may be transferred from Tier 2 of the TSX Venture Exchange to the NEX Board of the TSX Venture Exchange.
Net proceeds from the Transaction will be subject to: (i) transaction costs; (ii) Prime Point Media's working capital at the time of closing; and (iii) revenue generated by the Phone Kiosk Assets during the period from closing through April 30, 2010.
The Purchase Agreement is the culmination of an exhaustive sale process that was announced in March of 2009 and was conducted with the assistance of the Company's financial advisor, Petsky Prunier LLC. Petsky Prunier LLC will be paid a fee by the Company equal to 5% of the equity value of the Transaction, subject to a minimum fee of US$300,000.
Copies of the Purchase Agreement relating to the Transaction will be filed with the Canadian securities regulatory authorities and will be available at www.sedar.com. A management proxy circular in respect of the Meeting is expected to be mailed to shareholders in December, 2009.
OutdoorPartner is a market leader in the high-growth alternative out-of-home advertising industry. The Company provides its advertising clients with an opportunity to post messages on its diversified network of advertising displays - including standard phone kiosks, large format phone kiosks and lifeguard towers - covering all of the top 50 Designated Market Areas ("DMAs") in the United States. In addition to static display advertising, OutdoorPartner provides advertisers with the opportunity to push rich digital content from its phone kiosks to consumers' Bluetooth enabled mobile phones with a service called PrimeCasting. Combined with its powerful, proprietary database and mapping software, the Company's extensive network offers advertisers micro-targeted ad placement in close proximity to pedestrian traffic and the point of purchase. More information may be found online by visiting www.outdoorpartner.com.
This news release contains forward-looking statements regarding, among other things, OutdoorPartner's beliefs, plans, objectives, strategies, estimates, intentions and expectations. Such statements are based on a number of assumptions which may prove to be incorrect, involve certain risks and uncertainties that are difficult to predict and, accordingly, are not guarantees of future performance. The future results of the Company or developments may differ materially from those expressed in the forward-looking statements contained in this news release, due to, among other factors, OutdoorPartner's lack of operating profits, its dependence on key personnel, general economic conditions and other external events that may impact on customers' advertising spending, competition from other out-of-home advertisers and other media and government regulation seeking to limit or restrict OutdoorPartner's activities. More detailed information about these and other factors is included in OutdoorPartner's annual and interim financial statements and MD&A and other documents published or filed by, or on behalf of, OutdoorPartner from time to time with the Canadian securities regulatory authorities. Other than as required by law, OutdoorPartner undertakes no obligation to publicly update or revise any such forward-looking statements or information, whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE OUTDOORPARTNER MEDIA CORPORATION
For further information: For further information: Richard McGraw, Chief Executive Officer, OutdoorPartner Media Corporation, 78 Scollard Street, Toronto, Ontario, M5R 1G2, Canada, T: (416) 944-2700, F: (416) 352-5070