New Frontier Media Shareholders Reelect all Four Company Nominees to Board of
BOULDER, Colo., Oct. 22, 2012
BOULDER, Colo., Oct. 22, 2012 /PRNewswire/ -- New Frontier Media, Inc.
(NasdaqGS: NOOF) announced today that its board of directors was reelected at
its annual meeting of shareholders held on October 18, 2012. Shareholders
also ratified the appointment of Grant Thornton LLP as the Company's
independent registered public accounting firm for the fiscal year ending March
On October 15, 2012, New Frontier Media announced that the Company had signed
a definitive agreement to be acquired by LFP Broadcasting for $2.02 per common
share in cash up front, or approximately $33 million, plus a contingent cash
payment right for each common share. The acquisition price represents
approximately a 79% premium to New Frontier Media's closing stock price on
March 8, 2012, the day before New Frontier Media received a publicly-announced
unsolicited acquisition proposal. The acquisition is expected to close during
the fourth quarter of 2012. The transaction is the result of a review of
strategic alternatives to maximize shareholder value conducted by the four
directors who were reelected, each of whom served on the Board's special
committee of independent directors.
The reelected board of directors issued the following statement:
"The board of directors appreciates the support of New Frontier Media's
shareholders. Over the last eight months, we have worked diligently to
maintain a fair and level playing field for all parties who participated in
our review process, and we are pleased that our efforts resulted in a very
positive outcome for all our shareholders. This all-cash transaction provides
shareholders immediate and certain liquidity at a substantial premium. We also
believe that this transaction with LFP Broadcasting creates a great
opportunity for our organization, cable television partners and customers as
two of the premier adult media broadcasting companies join forces. We look
forward to completing the transaction as expeditiously as possible."
About New Frontier Media, Inc.
New Frontier Media, Inc. is a provider of transactional television services
and a distributor of general motion picture entertainment. Our Transactional
TV segment distributes adult content to cable and satellite providers who then
distribute the content to retail consumers via video-on-demand (VOD) and
pay-per-view (PPV) technology. Programming originates from our state of the
art digital broadcast infrastructure in Boulder, Colorado. We obtain our
programming primarily by licensing content distribution rights from movie
studios, and we distribute new and unique programming in order to provide
consumers with an exceptional viewing experience.
Our Film Production segment is a distributor of mainstream and erotic films.
The films are distributed to cable and satellite operators, premium movie
channel providers and other content distributors. We act as a sales agent for
mainstream films and produce erotic films. The segment also periodically
provides contract film production services to major Hollywood studios. We are
headquartered in Boulder, Colorado, and our common stock is listed on the
Nasdaq Global Select Market under the symbol "NOOF." For more information
visit our web site at http://www.noof.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. In some cases,
forward-looking statements can be identified by words such as "anticipate,"
"expect," "believe," "plan," "intend," "predict," "will," "may" and similar
terms. Forward-looking statements in this press release include, but are not
limited to, statements regarding the anticipated timing of filings relating to
the transaction; statements regarding the expected timing of the completion of
the transaction; statements regarding the ability to complete the transaction
considering the various closing conditions; statements regarding prospective
performance and opportunities; any statements of expectation or belief; and
any statements of assumptions underlying any of the foregoing. The
forward-looking statements contained in this press release related to future
results and events are based on the Company's current expectations, beliefs
and assumptions about its industry and its business. Forward-looking
statements, by their nature, involve risks and uncertainties and are not
guarantees of future performance. Actual results may differ materially from
the results discussed in the forward-looking statements due to a variety of
risks, uncertainties and other factors, including, but not limited to,
uncertainties as to the timing of the tender offer and the merger;
uncertainties as to how many of the Company's shareholders will tender their
stock in the tender offer; the risk of litigation relating to the transaction;
the risk that competing offers will be made; the possibility that various
closing conditions for the transaction may not be satisfied or waived; the
effects of disruption from the transaction making it more difficult to
maintain relationships with employees, customers, vendors or other business
partners; other business effects, including, but not limited to, the effects
of industry, economic or political conditions outside of the Company's
control; transaction costs; actual or contingent liabilities; and other risks
and uncertainties discussed in documents filed with the SEC by the Company,
including, but not limited to, the solicitation/recommendation statement and
merger proxy statement to be filed by the Company. Investors and shareholders
are cautioned not to place undue reliance on these forward-looking statements.
Unless required by law, the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise. Readers are also urged to review carefully and consider
the various disclosures in the Company's SEC periodic and interim reports,
including but not limited to its Annual Report on Form 10-K, as amended, for
the fiscal year ended March 31, 2012, Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2012 and Current Reports on Form 8-K filed from
time to time by the Company. All forward-looking statements are qualified in
their entirety by this cautionary statement.
Important Information About the Tender Offer
This press release is not a recommendation, an offer to purchase or a
solicitation of an offer to sell shares of common stock of New Frontier Media,
Inc., a Colorado corporation ("New Frontier Media"). The solicitation and the
offer to buy shares of New Frontier Media common stock will be made only
pursuant to an offer to purchase and related materials that are filed with the
Securities and Exchange Commission. Flynt Broadcast, Inc., a Colorado
corporation and a wholly owned subsidiary of LFP Broadcasting, LLC ("Merger
Sub"), has not commenced the tender offer for shares of New Frontier Media
common stock described in this communication.
Upon commencement of the tender offer, LFP Broadcasting and Merger Sub will
file with the Securities and Exchange Commission a tender offer statement on
Schedule TO and related exhibits, including the offer to purchase, letter of
transmittal and other related documents. Following commencement of the tender
offer, New Frontier Media will file with the Securities and Exchange
Commission a solicitation/recommendation statement on Schedule 14D-9.
Shareholders should read the offer to purchase and solicitation/recommendation
statement and the tender offer statement on Schedule TO and related exhibits
when such documents are filed and become available, as they will contain
important information about the tender offer.
Shareholders can obtain these documents when they are filed and become
available free of charge from the Securities and Exchange Commission's website
at www.sec.gov. In addition, shareholders will be able to obtain a free copy
of these documents (when they become available) from New Frontier Media by
contacting Marc Callipari, Chief Legal Officer, New Frontier Media, Inc., 6000
Spine Road, Suite 100, Boulder, Colorado 80301, (303) 444-0900;
In connection with the proposed transactions contemplated by the definitive
agreement between LFP Broadcasting and New Frontier Media, New Frontier Media
and its directors, executive officers and other employees may be deemed to be
participants in any solicitation of New Frontier Media shareholders in
connection with such proposed transactions. Information about New Frontier
Media's directors and executive officers is available in New Frontier Media's
proxy statement for its 2012 annual meeting of shareholders, as filed with the
SEC on September 21, 2012 and will be available in New Frontier Media's
solicitation/recommendation statement on Schedule 14D-9.
New Frontier Investor Contacts: New Frontier Media
Grant Andrew Cole /
Williams Jonathan Doorley
Chief Financial Sard Verbinnen & Co
(303) 444-0900 x (212) 687-8080
Innisfree M&A Incorporated
SOURCE New Frontier Media, Inc.
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