JumpTV has agreed to acquire
Cycling TV for approx $4.95 million. The deal includes $2.21 million in cash payable on closing, $2.74 million in common stock, and will be issued on 28 September 2007. Application to the AIM Market of the London Stock Exchange will be made in due course. The transaction is expected to close this week. The agreement also includes performance shares equal to $6.79 million that may be earned based on pre-determined revenue targets. To earn all of the performance shares, revenue for the 24 month period ended July 31, 2009 would need to exceed $10.99 million.
The JumpTV share price used to calculate the number of shares to be issued in connection with this acquisition will be equal to the average closing price of the JumpTV common stock on the Toronto Stock Exchange in 2007 on each of June 29, July 31, August 31, and September 28.
Cycling.tv currently holds the internet broadcast rights to top-tier international cycling races including Vuelta a España (one of the three European "Grand Tour" races), Paris Roubaix, Tour de Suisse, Criterium Dauphine du Libere and the Amstel Gold Race. Like JumpTV, Cycling.tv typically has long-term exclusive Internet broadcast agreements with its rights owners. .
In 2007, Cycling.tv will broadcast all of the major cycling races worldwide live other than the Tour de France. Cycling.tv viewers do, however, have access to 3-minute highlights of each Tour de France day's racing, on a video-on-demand basis, in addition to an unprecedented amount of exclusive, behind-the-scenes reports and extra features which the Company produced in association with Tour de France organizers, ASO.
Cycling.tv has an audience of Pro Cycling fans all over the world with its largest markets being North America and Western Europe. In June 2007, the Company reported viewers in 139 countries.
In 2006, Cycling.tv streamed more than 130 live racing days of cycling and currently averages more than 12 live streamed race days per month. The Company anticipates streaming more than 140 live race days in 2007.
Cycling.tv is the leading online video network offering dedicated cycling content to the global cycling audience. Cycling.tv currently has approximately 18,000 paying subscribers who pay, on average, an annual fee of approximately £19. On an average monthly basis over the past 12 months, Cycling.tv had approximately 130,000 unique visitors, over 200,000 live and video-on-demand stream views and approximately 10 million live and video-on-demand minutes viewed across the Cycling.tv platform and all other video distribution platforms. Like JumpTV, Cycling.tv has a targeted audience for advertisers and high engagement with average user viewing sessions of 43 minutes.
The Company currently offers a mixture of live and archived cycling races/events and related value-added content on a subscription, pay-per-view basis and free-to-consumer, ad-supported basis. All of the content offered through Cycling.tv is made available for free at lower-quality data rates while subscriptions are available to higher-quality streams.
There are currently four subscription packages available to users of Cycling.tv including the Premium Channel, Versus Channel, Vuelta a España Channel and the UCI Channel. The Premium Channel subscription is the most popular and includes access to the cycling calendar's top live action including the "Spring Classics," plus full access to the full Premium video archive. A Versus subscription allows North American users full access to the Giro D'Italia (the world's second largest cycling event) live, plus other top Italian cycling on a video-on-demand basis. The Vuelta a España subscription includes full access to the live and on-demand event, and finally, the UCI Channel subscription offers access the World Championships in all of the disciplines including road, track, cyclo-cross and mountain biking.
JumpTV will continue to maintain the Cycling.tv website and Simon Brydon, the current chief executive officer of Cycling.tv, will continue in his position managing the asset. Cycling.tv will become part of the JumpTVSports division along with the to-be-acquired XOS Broadband Network, the acquisition of which is expected to close later this month. JumpTV's Hispanic sports portal,
www.SportsYa.com, and exclusive properties such as FIFA championship soccer tournaments in Canada, Euro2008 Qualifying matches, the Egyptian Football Federation and the Israeli Football League will also form part of JumpTVSports.