ZelnickMedia Completes Acquisition of Alloy, Inc.
09 November 2010 - 6:49PM
Alloy, Inc. (Nasdaq:ALOY) ("Alloy") announced today that an
investor group led by ZelnickMedia has completed the previously
announced acquisition of Alloy following the approval of the
transaction by an overwhelming majority of Alloy shareholders at a
special stockholders meeting held yesterday. The purchase price of
$9.80 in cash for each share of Alloy common stock represented a
transaction value of approximately $126.3 million.
As announced in June 2010, Geraldine Laybourne has been named
Chairman of Alloy. Matt Diamond and Jim Johnson, Alloy's
co-founders, will continue to run the Company as CEO and COO,
respectively.
"We are pleased to have completed a transaction that delivered
significant value for Alloy shareholders. Going forward, the
industry expertise of ZelnickMedia and the guiding vision of Gerry
Laybourne will help Alloy to realize its potential as a leading
entertainment and media brand for the millennial generation," said
Alloy CEO Matt Diamond.
"Alloy is a unique business, with a proven ability to foster hit
intellectual properties such as Gossip Girl, The Sisterhood of the
Traveling Pants, The Vampire Diaries and Pretty Little Liars, as
well as distribution channels that have unparalleled reach into the
tween, teen and college-age markets. We look forward to
working with the Alloy team to enhance the value of these assets,"
noted Strauss Zelnick, co-founder of ZelnickMedia.
Macquarie Capital served as exclusive financial advisor and
Kramer Levin Naftalis & Frankel LLP served as legal counsel to
Alloy. Simpson Thacher & Bartlett LLP served as legal
advisor to ZelnickMedia.
About Alloy
Alloy, Inc. (Nasdaq:ALOY) is one of the country's largest
providers of media and marketing programs reaching targeted
consumer segments. Alloy manages a diverse array of assets and
services in interactive, display, direct mail, content production
and educational programming. Alloy works with over 1,500 companies,
including half of the Fortune 200. For further information
regarding Alloy, please visit our corporate website at
www.alloymarketing.com.
The Alloy, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5852
About ZelnickMedia
ZelnickMedia is a partnership of experienced media executives
and investors. The firm manages and owns interests in an array of
media enterprises, including video games and interactive
entertainment, television advertising, wireless network
enabling software, business information, tradeshows, and
media-related business services. Current portfolio companies
include Take-Two Interactive Software, Airvana, Cannella
Response Television, ITN Networks, Arkadium and Naylor Inc. The
partnership is currently investing from ZM Capital, its
media-focused private equity fund.
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including
statements regarding the Company's expectations and beliefs
regarding the Company's future results or performance. Because
these statements apply to future events, they are subject to risks
and uncertainties. When used in this announcement, the words
"anticipate," "believe," "estimate," "expect," "expectation,"
"project" and "intend" and similar expressions are intended to
identify such forward-looking statements. The Company's future as
an investment should be evaluated in light of the proposed going
private transaction for which stockholder approval is required and
is subject to the satisfaction of various financial and other
customary terms and conditions. The Company's actual results could
differ materially from those projected in the forward-looking
statements. Additionally, past results should not be considered to
be an indication of the Company's future performance. Factors that
might cause or contribute to such differences include, among
others, the Company's ability to: increase revenues; generate high
margin sponsorship and multiple revenue streams; increase visitors
to its Web sites and build customer loyalty; develop its sales and
marketing teams and capitalize on these efforts; develop commercial
relationships with advertisers and the continued resilience in
advertising spending to reach the teen market; manage the risks and
challenges associated with integrating newly acquired businesses;
and identify and take advantage of strategic, synergistic
acquisitions and other revenue opportunities. Other relevant
factors include, without limitation: its competition; seasonal
sales fluctuations; the uncertain economic and political climate in
the United States and throughout the rest of the world and the
potential that such climate may deteriorate further; and general
economic conditions. For a discussion of certain of the foregoing
factors and other risk factors see the "Risk Factors That May
Affect Future Results" section included in the Company's annual
report on Form 10-K for the year ended January 31, 2010
and in subsequent filings that the Company makes with the
Securities and Exchange Commission. The Company does not intend to
update any of the forward-looking statements after the date of this
announcement to conform these statements to actual results, to
changes in management's expectations or otherwise, except as may be
required by law.
CONTACT: Alloy Inc.
Joseph D. Frehe, Chief Financial Officer
212-329-8347
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