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TORONTO, March 19, 2012 /CNW/ - Mood Media Corporation (ISIN: CA61534J1057) (TSX:MM/ LSE AIM:MM) ("Mood Media") announced today that it has signed an agreement to acquire DMX Holdings, Inc. ("DMX") for US$86.1 million in cash including net debt repaid on closing, subject to certain adjustments for working capital. The equity value of the transaction will be approximately US$53.8 million.
In order to satisfy the consideration payable in connection with the DMX acquisition, Mood Media has today entered into placing agreements (the "Placing Agreements") in Canada and the UK to complete a private placement of 31,800,000 common shares, to be issued at 231 pence per common share (C$3.60 per common share) raising £73.5 million (C$114.5 million) before expenses. The additional net proceeds of the private placement will be used for general corporate purposes.
Both the DMX acquisition and the private placement are subject to the satisfaction of various regulatory and other conditions, including admission of the common shares to be issued under the private placement to trading on AIM ("Admission"), the Placing Agreements becoming unconditional (save as to Admission) and Admission. The Placing Agreements contain rights under which they can be terminated for a breach of warranty up to Admission and are also subject to Admission having occurred by 8.00 a.m. on March 20, 2012 (or such later date not being later than March 27, 2012 as may be agreed between the parties). Mood Media anticipates the closing of both the DMX acquisition and the private placement will occur in March 2012.
DMX is a US provider of multi-sensory branding services, delivering services to over 100,000 locations. DMX uses music, video and digital signage, messaging, scent, and audio/visual systems to personify and enhance brands to create lasting connections that encourage customer loyalty. In the 12 months ended 31 December 2011, DMX recorded revenues of US$84.6 million, EBITDA of US$16.5 million and profit before taxation of US$5.6 million.
Stock Exchange Matters
The common shares to be issued pursuant to the private placement have been conditionally approved for listing on the Toronto Stock Exchange, subject to satisfaction of the exchange's customary conditions.
Application has been made to the London Stock Exchange for Admission of the common shares to be issued pursuant to the private placement, which will rank pari passu in all respects with the existing common shares. It is expected that Admission will become effective and that dealings in the new common shares on AIM will become effective on March 20, 2012.
About Mood Media Corporation
Mood Media Corporation (TSX:MM/ LSE AIM:MM), named Canada's fastest growing company by PROFIT Magazine is a leading in-store media specialist that uses a mix of music, visual and scent media to help its clients communicate with consumers with a view to driving incremental sales at the point-of-purchase.
Operating through its two principal divisions, In-Store Media and Retail Point-of-Purchase, Mood Media Corporation works with over 470,000 commercial locations in over 40 countries throughout North America, Europe, Asia and Australia.
Through its subsidiaries Mood Media, Muzak, and Mood Entertainment, Mood Media Corporation's products and services reach 100 million people every day in a broad client base including more than 850 U.S. and international brands in diverse market sectors that include: retail, from fashion to financial services; hospitality, from hotels to health spas; and food retail, including restaurants, bars, quick-serve and fast casual dining.
For further information about Mood Media, please visit www.moodmedia.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains 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 DMX to meet their respective revenue targets; the ability to achieve cost synergies; the completion of the DMX acquisition and the private placement in accordance with their respective terms; general industry and economic conditions; changes in Mood Media's or DMX'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 DMX. The DMX acquisition and the private placement may not be completed or may not be completed on the same terms as previously announced. While Mood Media considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Historical performance may not be indicative of future performance.
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: the impact of general market, industry, credit and economic conditions, currency fluctuations as well as the risk factors identified in the Risk Factors section of Mood Media's management discussion and analysis dated March 5, 2012 and the risk factors identified in the annual information form of Mood Media dated March 30, 2011, both of which are available on www.sedar.com.
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, Mood Media.
Forward-looking statements are given only as at the date hereof and Mood Media 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.
The common shares issued pursuant to the private placement are not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.
For further information:
Mood Media Corporation
CEO & Chairman
+1 416 510 2800
Panmure Gordon (UK) Limited
+44 20 7459 3600
Mirabaud Securities LLP
+44 20 7878 3360