Knightscove Media Corp. to Launch Two HD Channels, Bollywood Times and Mehndi TV, in Fall 2011 Through the Acquisition of FDR...
03 August 2011 - 1:16PM
Marketwired
KNIGHTSCOVE MEDIA CORP. (TSX VENTURE: KC.A)(TSX VENTURE: KC.B)
(www.knightscove.com) ("Knightscove"), a leading Canadian
distributor of family entertainment, announced today the entering
into of a letter agreement to acquire fifty-one percent (51%) of
Toronto-based FDR Media Group Inc. ("FDR Media Group"), a Canadian
diversity-focused media company, broadcasting original and library
HD programming in both Hindi and English (the "Acquisition').
The aggregate purchase price for fifty-one percent of the shares
of FDR Media Group (the "Purchased Shares") was set at $1,000,000
(the "Purchase Price"). The Acquisition is set to be completed on
or about September 16, 2011 (the "Closing Date").
"The acquisition of FDR Media is a major building block in
Knightscove's mission to provide family programming to North
America and for world distribution," explained Leif Bristow,
President and CEO of Knightscove. "With more than 460,000 South
Asian families in Canada, and 60% in the greater Toronto area
alone, this represents a unique opportunity for greater market
access. Diversity of programming is a vital factor in our ability
to grow as a company."
This subscription based service will reach the growing segment
of this North American audience base. The new channels will offer
shows from the biggest studios in India. The planned launch in
October 2011 promises to be the fastest growing platform launch to
date. Bollywood Times Television, the all-action dominated channel,
and Mehndi, with its modern programming appealing to women, will,
for the first time, feature HD channels to this Canadian audience
segment.
Included are blockbuster movies, international films,
action-oriented series, health and fitness shows, lifestyle
programs, documentaries, game shows, and a broad array of shows
aimed at attracting more female viewers.
"FDR Media Group is very happy to be a part of Knightscove, a
move that will enable us to build channels that attract larger,
diverse audiences, specifically appealing to Canada's ethnic
population, not based on religion or politics," noted Ron Maitra,
CEO of FDR Media Group. "Over 38,000 hours of new programming will
be introduced with great cross-over appeal."
The Acquisition follows the recent acquisition by Knightscove of
the Ellis Entertainment library. This purchase added significant
programming assets to Knightscove, particularly Ellis's extensive
library of award-winning productions. A treasure trove of over 600
titles will be available to FDR Media Group including the evergreen
genres of wildlife, children's and history programming.
Payment of the Purchase Price by Knightscove will be made and
satisfied through the issuance of ten million (10,000,000) units of
Knightscove (the "Units"), at a price per Unit equal to $0.10 with
each Unit to consist of: (i) 0.805 Subordinate Voting Shares and
0.195 Multiple Voting Shares in the capital of Knightscove; and
(ii) one-half of one (1/2) license condition warrant (a "License
Condition Warrant") with each whole License Condition Warrant to
entitle the holder thereof to acquire one (1) additional
Subordinate Voting Share at a price of twenty cents ($0.20) per
Subordinate Voting Share until the date that is twelve (12) months
from the Closing Date conditional upon FDR Media Group receiving
CRTC approval for one (1) or more new broadcast channel licenses
(the "Licenses"); and (iii) and one-half of one (1/2) carriage
condition warrant (a "Carriage Condition Warrant") with each whole
Carriage Condition Warrant to entitle the holder thereof to acquire
one (1) additional Subordinate Voting Share at a price of thirty
cents ($0.30) per Subordinate Voting Share during the first twelve
(12) months following the Closing Date and thirty-five cents
($0.35) per Subordinate Voting Share during the second twelve (12)
months following the Closing Date conditional upon FDR Media Group
securing a carriage agreement for one (1) or more Licenses.
Knightscove shall maintain the right to require the mandatory
exercise of all unexercised License Condition Warrants and Carriage
Condition Warrants should Knightscove's Subordinate Voting Shares
trade on the TSX Venture Exchange in excess of seventy-five cents
($0.75) for a period of twenty (20) trading days.
Payment of the Purchase Price is contingent upon Knightscove
assuming responsibility for sourcing three million eight hundred
thousand dollars ($3,800,000) of working capital of FDR Media Group
over a twenty-four (24) month period to be sourced as follows: (i)
five hundred thousand dollars ($500,000) payable on or before
August 15, 2011 (with such amount to be made by Knightscove in the
form of a secured loan to FDR Media Group); (ii) one million
dollars ($1,000,000) payable on the Closing Date; and (iii) the
balance of two million three hundred thousand ($2,300,000) payable
following completion of the FDR Media Group acquisition on an as
need basis.
In addition to the above, completion of the FDR Media Group
acquisition will be subject to the approval of the directors of
each of Knightscove and FDR Media Group and the entering into of
certain additional definitive agreements with such agreements to be
completed on or before the Closing Date.
Completion of the FDR Media Group acquisition will thus result
in the issuance of eight million and fifty thousand (8,050,000)
Subordinate Voting Shares and one million nine hundred and fifty
thousand (1,950,000) Multiple Voting Shares in the share capital of
Knightscove. In addition thereto, the exercise in full of the
License Condition Warrants and Carriage Condition Warrants will
result in the issuance of an additional ten million (10,000,000)
Subordinate Voting Shares in the share capital of Knightscove.
The Subordinate Voting Shares, the License Condition Warrants,
the Carriage Condition Warrants and the Subordinate Voting Shares
issuable upon the exercise of such License Condition Warrants and
Carriage Condition Warrants will be subject to resale and escrow
conditions and receipt of regulatory approval, including TSX
Venture Exchange approval.
About Knightscove Media Corp.
Knightscove is a fully integrated entertainment company
specializing in the distribution, creation and financing of live
action feature films and television productions. The Canadian
company offers family-friendly third party and proprietary film and
television content through its Knightscove Family Films brand.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release or the
information contained herein.
Contacts: For Knightscove Media/Knightscove Corporate: Leif
Bristow President and CEO 416.444.7900 info@knightscove.com
www.knightscove.com SS/PR Mary Campe Media Contact 847.415.9325
mcampe@sspr.com
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