JumpTV and
NeuLion have signed a binding letter of intent to merge, creating a leading enterprise IPTV provider of online sports, international and religious programming.
Under the terms of the Transaction, JumpTV will issue 49,521,958 common shares, 1,840,097 contingent shares, which represents approximately the entire issued and outstanding shares of JumpTV, and 5 million warrants exercisable for two years at US$0.05 above the five-day weighted average closing price prior to the execution of the Definitive Agreement, to the securityholders of NeuLion, in exchange for their NeuLion securities. JumpTV also intends to grant 2.7 million employee stock options, subject to securities law and exchange rules compliance, exercisable at the five-day weighted average closing price prior to closing, which is expected to be on or before October 1, 2008.
Founded in 2004, NeuLion, a private corporation based in Plainview, New York, provides web-based IPTV services to leading sports customers such as the National Hockey League and the International Fight League. NeuLion also delivers a Set Top Box IPTV solution to premier international customers such as ABS-CBN (Philippines), KylinTV (China) and Globecast (France). NeuLion recorded unaudited revenue for year ended December 31, 2007 of US$7.8 million and a net loss of US$4.0 million inclusive of US$1.5 million of non-cash minority interest losses.
NeuLion's financial information is unaudited; however, this financial information will be audited in connection with the Transaction and included in the Information Circular for the JumpTV shareholders. JumpTV has engaged Oppenheimer & Co. Inc. as its financial advisor in connection with the Transaction and JumpTV's Board of Directors has retained Canaccord Adams to provide a fairness opinion which will be included within the information circular in advance of the shareholder vote.
The Transaction is expected to be completed in the Fall of 2008, subject to receipt of shareholder and customary regulatory approvals, as well as satisfaction of other customary closing conditions. The merged company will continue to be listed on the Toronto Stock Exchange ("TSX"). In accordance with the rules of the AIM market of the London Stock Exchange ("AIM"), the Company's shares have been suspended from trading on AIM until the completion of the Transaction. At that time, the Company will either reapply for admission for trading or will seek its shareholders' approval for cancellation of the listing. The parties anticipate significant operational and human resource synergies and expect an aggregate headcount reduction of approximately 60 people by December 31, 2008.
Terms of the Agreement
The transaction is conditional on the companies entering into a definitive agreement on or before June 25, 2008 (the "Definitive Agreement") and shareholder approval at a meeting anticipated to be held on or about October 1, 2008.
In connection with the merger, JumpTV has decided to retain certain assets of its content delivery network (CDN) and international channels, which it will leverage within the combined company structure and multi-platform IPTV offering. JumpTV previously disclosed that it intended to divest its CDN and international channels.
Sports Programming
The merger brings together the largest online offering through the following partnerships and properties:
- National Hockey League
- NCAA Division I schools and conferences
- 2010 South American, African and Asian World Cup Qualifiers
- World Championship Sports Network
- International Fight League
- World class pro-cycling events such as the Giro d'Italia, Tirreno-Adriatico, Milan-San Remo, and the Vuelta a Espana
In March, 2008, comScore ranked JumpTV as the #1 most engaging website among those in the sports video category with a recorded 40.4 minutes per viewer per month in the U.S. Additionally, JumpTV viewers watched approximately 20 million minutes of online sports video in the U.S. in March ranking it as #4 in the Sports Video Sites category overall.
During the 2007-2008 National Hockey League season, NeuLion-delivered NHL broadband service streamed over 1,700 NHL hockey games. In the two weeks preceding the NHL Stanley Cup playoffs, the service reached over 10 million unique visitors.
In the past 12 months, JumpTV streamed more than 15,000 live sports events online making it one of the largest broadcasters of professionally licensed live sports programming over the Internet in the world.
International Programming
The merged company will provide IPTV services including live and on-demand video streaming for more than 200 international partners including:
- KyLinTV (China)
- ABS-CBN (Philippines)
- Globecast (France)
- Channel i (Bangladesh)
- Canal 7 (Mexico)
- America TV (Peru)
- TV Chile (Chile)
- MBC Broadcasting (Middle East)
KyLinTV, a 17% minority-owned subsidiary of NeuLion offers more than 40 of the most popular Chinese broadcast TV channels and the largest selection of Video-On-Demand (VOD), including more than 30,000 hours of programming.
Religious Programming
The merged company will include NeuLion's partnership with Sky Angel, a Christian family-friendly TV and radio network. Sky Angel's offering includes approximately 50 television channels and over 20 faith-based radio stations.