LFP Broadcasting Completes Tender Offer For All Outstanding Shares
Of New Frontier Media, Inc.
BOULDER, Colo. and LOS ANGELES, Nov. 28,
2012 /PRNewswire/ -- New Frontier Media, Inc. (NasdaqGS:
NOOF) ("New Frontier"), a leading provider of transactional
television services and distributor of general motion picture
entertainment, and L.F.P., Inc., the company founded and headed up
by Larry Flynt, today jointly
announced that LFP Broadcasting, LLC ("LFP Broadcasting") and
Flynt Broadcast, Inc. ("Flynt Broadcast"), affiliates of L.F.P.,
have successfully completed the tender offer for all of the
outstanding shares of common stock of New Frontier Media for
$2.02 per share, net to the seller in
cash without interest, plus a contingent cash payment right in the
amount of $0.04 per share for
each common share.
The tender offer expired at 12:00 midnight, New York City time, on November 27, 2012 (the end of the day). Corporate
Stock Transfer, Inc., the depositary for the tender offer, has
advised LFP Broadcasting that as of such time approximately
14,363,687 shares were validly tendered and not withdrawn in the
tender offer (including 1,570,298 shares delivered through Notices
of Guaranteed Delivery), representing in the aggregate
approximately 83.1% of New Frontier's currently outstanding shares
(on a fully-diluted basis, including shares issuable under any
outstanding warrants or options that were exercisable as of such
date). LFP Broadcasting has accepted for payment all shares
validly tendered and not withdrawn and will promptly pay for such
shares.
As a result of the purchase of shares in the tender offer, Flynt
Broadcast has sufficient voting power to approve the previously
announced merger transaction contemplated among New Frontier, LFP
Broadcasting and Flynt Broadcast without the affirmative vote of
any other New Frontier shareholder. In order to accomplish
the merger as a "short-form" merger under Colorado law for administrative convenience,
Flynt Broadcast intends to exercise its "top-up" option pursuant to
the merger agreement, which permits Flynt Broadcast to purchase
additional shares of common stock of New Frontier directly from New
Frontier for the same consideration paid to the shareholders in the
offer, in order to reach the 90% ownership threshold required under
Colorado law to complete a
"short-form" merger. Following the merger, New Frontier will
become a wholly-owned subsidiary of LFP Broadcasting, and each
outstanding common share of New Frontier will be automatically and
immediately cancelled and converted into the right to receive the
same consideration, without interest and less any required
withholding taxes, received by holders who tendered their shares in
the tender offer.
Following the merger, New Frontier's common shares will cease to
be traded on NASDAQ.
Avondale Partners LLC is acting as financial advisor to the
Special Committee of the Board of Directors of New Frontier Media
in connection with the transaction. Alston + Bird LLP is acting as
legal advisor to the Special Committee. Holland & Hart LLP is acting as legal
advisor to New Frontier Media.
Lipsitz Green Scime Cambria LLP and Dinsmore & Shohl LLP are
acting as legal advisors to LFP Broadcasting in connection with the
transaction.
About New Frontier Media, Inc.
New Frontier Media, Inc. is a provider of transactional
television services and a distributor of general motion picture
entertainment. Its Transactional TV segment distributes adult
content to cable and satellite providers who then distribute the
content to retail consumers via video-on-demand (VOD) and
pay-per-view (PPV) technology. Its Film Production segment is a
distributor of mainstream and erotic films. The films are
distributed to cable and satellite operators, premium movie channel
providers and other content distributors. It acts as a sales
agent for mainstream films and produce erotic films and also
periodically provides contract film production services to major
Hollywood studios.
About L.F.P. Inc.
L.F.P. Inc. markets the HUSTLER® brand through a wide range of
media properties and licensing initiatives. LFP maintains strong
businesses in broadcasting, publishing, retail, internet, mobile,
apparel, novelties, clubs and video, and owns the prominent HUSTLER
Casino. HUSTLER TV, now available in over 55 countries, has
exclusive broadcasting rights to a large number of top
studios.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements. In some
cases, forward-looking statements can be identified by words such
as "anticipate," "expect," "believe," "plan," "intend," "predict,"
"will," "may" and similar terms. Forward-looking statements in this
press release include, but are not limited to, statements regarding
the anticipated timing of filings relating to the transaction;
statements regarding the expected timing of the completion of the
transaction; statements regarding prospective performance and
opportunities; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. The
forward-looking statements contained in this press release related
to future results and events are based on New Frontier's current
expectations, beliefs and assumptions about its industry and its
business. Forward-looking statements, by their nature, involve
risks and uncertainties and are not guarantees of future
performance. Actual results may differ materially from the results
discussed in the forward-looking statements due to a variety of
risks, uncertainties and other factors, including, but not limited
to, the risks and uncertainties discussed in documents filed with
the SEC by New Frontier, including, but not limited to, the
solicitation/recommendation statement filed by New Frontier.
Investors and shareholders are cautioned not to place undue
reliance on these forward-looking statements. Unless required by
law, New Frontier undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. Readers are also urged to review
carefully and consider the various disclosures in New Frontier's
SEC periodic and interim reports, including, but not limited to,
its Annual Report on Form 10-K, as amended, for the fiscal year
ended March 31, 2012, Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2012 and Current Reports on Form
8-K filed from time to time by New Frontier. All forward-looking
statements are qualified in their entirety by this cautionary
statement.
SOURCE New Frontier Media, Inc.