Ascend Acquisition Corp. Announces Merger with Kitara Media and New York
JERSEY CITY, N.J. -- June 12, 2013
Ascend Acquisition Corp. (“Ascend”) (OTC BB: ASCQ) today announced that it has
signed a definitive merger agreement pursuant to which Kitara Media, LLC
(“Kitara Media”) and New York Publishing Group, Inc. (“NYPG”) will become
wholly owned subsidiaries of Ascend in exchange for 30 million shares of
Ascend common stock. Kitara Media is an online video solutions provider that
increases revenue to website publishers. NYPG is a publisher of Adotas, a
premier website and daily email newsletter reaching over 100,000 targeted
advertising professionals. The combined company will offer enhanced
capabilities to reach publishers and customers with its video advertising
The combined company projects revenues of approximately $20 million in 2013.
After the transaction closes, it is expected that the combined company will
have approximately $4 million in cash and no debt on its balance sheet.
“We believe the online video advertising market will experience 75% growth
over the next two years and the combined company is well positioned to take
advantage of this explosive growth,” said Robert Regular, Kitara founder and
Chief Executive Officer. “We are excited about the potential of Kitara Media
and NYPG merging with Ascend, which positions the company to grow both
organically and through select acquisitions.”
The transaction, which is expected to close within one month, includes the
cancellation of approximately 26 million shares currently held by individuals
associated with the Andover Games subsidiary of Ascend. After closing, the
combined company is expected to have approximately 59 million shares
outstanding. As part of the transaction, the Andover Games subsidiary will be
closed and its operations discontinued.
“Kitara Media has developed a proprietary video advertising delivery platform
called Propel+ to optimize and achieve maximum revenue per ad view for each
website client,” said Craig dos Santos, Ascend President and Chief Executive
Officer. “The company has scaled its business model without raising outside
capital, which differentiates it from competitors in the space.”
In connection with the transaction, Ascend intends to seek approval to change
its name to Kitara Media Corp.
In the combined company Robert Regular will be Chief Executive Officer and the
Kitara Media team will remain in place. Craig dos Santos will remain a senior
officer of the combined company. Ben Lewis, a member of Ascend’s board of
directors, and Lee Linden, a consultant to Ascend, will remain significant
stockholders of the combined company, and Mr. Lewis will remain on the Board
of Directors of the combined company.
The transaction has been approved by the sole member of Kitara Media and
Boards of Ascend and NYPG, and is subject to receipt of necessary consents and
satisfaction of customary closing conditions. There can be no assurance that a
closing will occur.
About Kitara Media
Kitara Media currently reaches up to 50 million people a month using its state
of the art proprietary video ad technology. Kitara Media delivers millions of
videos and banner ads per month. It currently employs 35 individuals and is
headquartered in Jersey City, New Jersey with a satellite office in San
Francisco, California. For more information on Kitara Media, please go to
About New York Publishing Group, Inc.
NYPG’s Adotas division provides news and information on media buying,
planning, selling, technology and activities of the digital media business to
the interactive advertising community. Adotas aggregates over 100 contributing
writers and experts through its website and newsletter. For more information
on New York Publishing Group, please go to www.adotas.com.
Forward Looking Statements
This press release includes forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements,
based upon the current beliefs and expectations of Ascend’s management, are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results, including the possibility that the transaction does not close due to
the failure to receive required approvals or consents or the failure to
achieve other closing conditions. Most of these factors are outside the
control of Ascend and are difficult to predict. The information set forth
herein should be read in light of such risks. Further, investors should keep
in mind that the financial results included herein are unaudited and may not
conform to SEC Regulation S-X and as a result such information may fluctuate
materially depending on many factors. Accordingly, the financial results in
any particular period may not be indicative of future results. Ascend does not
assume any obligation to update the information contained in this press
release except as required by law.
Samantha Nelson, 212-704-4589
Robert Regular, 201-539-2200
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