First acquisition in a bid to unify the nearly 100 million free-thinking readers of independent alternative media across North America
TORONTO, Dec. 2, 2019 /CNW/ - Media Central Corporation Inc. (CSE: FLYY, FSE: 3AT) ("MediaCentral" or the "Company") today announced the acquisition of NOW Magazine, nowtoronto.com and related assets ("NOW" or "NOW Magazine") from owner, NOW Communications Inc. The Company signed a Definitive Asset Purchase Agreement to acquire one of the largest circulation alternative weekly news publication in Canada on November 29, 2019 (the "Acquisition") in an all-cash, arm's length transaction. The purchase price of up to C$2-million includes C$1-million payable on closing and the balance subject to achievement by NOW of certain agreed metrics over a 12-month period following the date of Acquisition. No debt will be assumed and no finders fees are payable in connection with the Acquisition.
Through this Acquisition NOW Magazine will become the second property of Media Central Corporation Inc., providing it with access to approximately 25 million annual readers and marking a significant milestone in the Company's growth and achievements. The Acquisition of NOW is the first of the Company's planned purchases geared to building and acquiring a powerful group of high-quality alternative publications that serve, delight and inspire the voices challenging the status quo over the next five years.
"NOW is an iconic Canadian brand that has defined and pioneered the independent voice for more than 38 years. A voice that has informed what we know today as the creative class – a term originated by Richard Florida to describe the highly creative, upwardly-mobile, socially conscious people who influence and affect political, social and popular cultural trends." said Brian Kalish, CEO of MediaCentral. "We believe there is merit in preserving these authentic voices as they provide invaluable access to the influencing power of the creative class. This Acquisition of NOW marks the first of many to consolidate the 100-alternative publications, unifying their creative class readership within MediaCentral."
According to Vivadata Fall 2019 Canadian Media Usage Survey of November 2019, NOW Magazine reaches 510,000 average weekly unique readers in Toronto and the Greater Toronto Area with an average household income of $77,471. NOW readers are well educated, with 83% of readers reporting post-secondary education. NOW is distributed to more than 800 outlets each week, with additional copies going to popular events and festivals. Online, according to NOW's Google Analytics, nowtoronto.com saw more than 763,000 unique visits in September 2019.
Alice Klein and her then partner, Michael Hollett, founded NOW Magazine in 1981 to develop media in the interest of social transformation, with special commitments to economic, personal and ecological well-being based on sharing and empowerment for all. Klein has acted as the sole proprietor since 2016, ensuring the continuation of this vision and offering a platform for social activism, for which she has been recognized and celebrated. After 38 years in business, Klein has decided that it is the right time for the new perspectives, investment, and energy that MediaCentral can offer.
"NOW readers love and trust the NOW brand because they can count on the quality and authenticity of its content. It is exciting to enter the next stage of NOW's evolution with MediaCentral, a young, ambitious and tech-savvy media company committed to maintaining and enhancing NOW's strong independent and alternative voice while realizing its potential for growth and innovation," said Alice Klein, Co-Founder, NOW Magazine.
"Under Alice's leadership NOW has established itself as one of the strongest independent voices in North America," added Kalish. "Alice will now take on an exciting new role as our Chief Editorial Strategist to ensure that NOW's independent and free-thinking voice is preserved and drives the editorial feel across MediaCentral's existing and future properties."
This Acquisition immediately provides cashflow to MediaCentral and positions the Company as one of the leading publishers of alternative weekly news in North America. The Company intends to leverage NOW's existing platform and infrastructure to promote and increase readership, drive unique digital visitors and increase operational efficiencies across the Company's individual properties. Under the terms of the Acquisition, MediaCentral will not be assuming any liabilities, apart from the ongoing operational costs following closing.
In the most recent full fiscal year (ended December 31, 2018) NOW generated Revenues of $4,145,863 and a Gross Margin of 85%. Total Operating Expenses in Fiscal 2018 were $4,338,444 resulting in an EBITDA Loss of $834,352. In the first 9-months of 2019, NOW generated Revenues of $1,938,679 with a Gross Margin of 83%. Total Operating Expenses in the period were $2,313,272 resulting in a year-to-date EBITDA Loss of $706,486.
MediaCentral intends to preserve the legacy, integrity and magnitude of NOW's historic influence on the North American media industry while guiding it into its next evolution. The Company plans to enhance NOW through the introduction of new content verticals, and by integrating it with the Company's recently launched cannabis digital platform CannCentral.com.
By combining shared resources and content between the two brands, MediaCentral will strengthen and update NOW for growth within emerging industries. This will help captivate and retain the expanding creative class readers.
No immediate changes will be made to the NOW brand.
Media Central Corporation Inc. (CSE: FLYY, FSE: 3AT) is an independent and alternative media company that unifies those who choose to reinvent the status quo. By consolidating the currently fragmented independent and alternative media markets, MediaCentral Corp. will unite the influencers, tastemakers and culture leaders of the world and is strategically positioned to become a competitive global media publishing company serving the fastest-growing readership demographics. For more information: www.mediacentralcorp.com
This press release contains "forward-looking statements", which may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions, including statements in respect of the initial price range of MediaCentral's initial public offering, the over-allotment option and MediaCentral's intentions with respect to stock exchange listing. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including assumptions in respect of current and future market conditions. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, you should not place undue reliance on any such forward-looking statements and they are not guaranteeing of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements, including that the eventual offering price in respect of the initial public offering may fall outside of the price range provided in the registration statement and the prospectus. Please see the heading "Risk Factors" in the registration statement and the prospectus for a discussion of the material risk factors that could cause actual results to differ materially from the forward-looking information. MediaCentral Corp. does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.
SOURCE Media Central Corporation Inc.
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