Key provisions of the offer (note: please see full details below) include:
1) Public shareholders of JumpTV would get option/right to sell up to 25% of their common stock in JumpTV at $1.01 per share in cash (with an estimated maximum of 12,500,000 shares purchased).
2) LiveTime Group (LG) would merge its 100% interests and all related assets in exchange for being issued 49,500,000 Common shares of JUMPTV, 1,840,097 contingent shares, which represents approximately slightly less then the entire issued and outstanding shares of JumpTV, and 4.5 million warrants exercisable for two years at US $1.10.
The assets/websites LG merges in at the time of closing will have no less then 6 million unique users per month in aggregate according to 3rd party traffic audit firm (Comscore).
3) Contribution of $7,000,000 in guaranteed online promotion of JumpTV/LiveTime Group properties over the next 5 years.
LiveUniverse, Mr. Greenspan’s internet holding company with over 50 million monthly unique visitors across over 35 websites would contribute over $7,000,000 in guaranteed online promotion Of JUMPTV/LG properties over next 5 years. This will allow the combined companies to reduce or turn off external marketing costs to conserve cash.
Myspace beleives that merging LiveTime Group with JumpTV along with its restructuring plan outlined below, will provide significantly greater upside and value for shareholders then the recently announced Neulion transaction.
It also believe the LiveTime Group transaction described herein is a superior offer.
It would merge the LiveTime Group assets with JumpTV’s assets and create a new Company - LIVEJUMP (LJ) that owns and aggregates web properties in SPORTS and ONLINE TELEVISION areas. LiveJump would grow organically as well as thru acquisitions.
Stockholders of JumpTV get Premium Liquidity Event to sell shares at $1.01 vs. Neulion deal allows no such Premium Liquidity event for shareholders.
Less Dilution for JumpTV Shareholders - JumpTV is issuing less stock with our proposed transaction and shareholders therefore are less diluted as a result.
No Mega-Dilution Event. JumpTV’s Neulion deal also includes a provision to sell 11 million new shares at $1.00 + give 11 million warrants to Neulion at roughly $1.25. This generates over 22 million new shares being issued for no clear benefit.
LiveTime Group has no ’mega-dilution’ event as part of the transaction which appears harmful for shareholders.
Assets to be contributed by LiveTime Group bring over 6 million unique monthly new users while Neulion provides no new unique users to JumpTV’s consumer business. [June 27, 2008]
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