NeuLion and
JumpTV announce the closing of their previously announced merger (the "Transaction"). Under the terms of the Transaction, JumpTV issued 49,577,427 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 $0.64 per share to the security holders of NeuLion, in exchange for their NeuLion securities. JumpTV also granted 2.7 million employee stock options exercisable at US $0.60. These options were issued as contemplated by the requirements of the Merger Agreement.
The Company also announced the closing of an Cdn $11 million treasury financing at Cdn $1.00 per unit (the "Units"). AvantaLion LLC, an entity controlled by Mr. Charles Wang, the in-coming Chairman of the Company, purchased 10 million Units and G. Scott Paterson, former Executive Chairman and now Executive Vice Chairman, purchased 1 million Units. Each Unit consists of one common share and one-half of one common share purchase warrant exercisable at Cdn $1.25 and one-half of one common share purchase warrant exercisable at Cdn $1.50, each exercisable for a period of two years.
JumpTV held a shareholders meeting on Friday, October 17, 2008 at which resolutions in favor of the merger and private placement by over 99% of shares voted in person or by proxy and other items were overwhelmingly passed. The Board of Directors met on October 20, 2008 and appointed Nancy Li, formerly CEO of NeuLion, as CEO of the merged entity.
The merged entity brings together two IPTV industry leaders to deliver a best-in-class end-to-end solution for streaming content live and on-demand over the Internet. The Company's IPTV service spans across multiple devices and viewing platforms including the PC and to the television through its proprietary IPTV set top box. On behalf of customers/partners, the Company provides content ingestion, encoding in multiple formats, digital rights and content management, along with all of the required content delivery, customer billing and subscription management services. For sports customers, the Company also offers ticketing, e-commerce, live stats, and event management which are all integrated with its 'One Fan Profile' management system.
Together, NeuLion and JumpTV rank as a world leader in customer/partner relationships with sports and international television content partners.
Closing of the merger and offering is subject to final approval of the TSX.