LFP Broadcasting Commences Tender Offer For All Outstanding Shares
Of New Frontier Media, Inc.
BOULDER, Colo. and LOS ANGELES,
Calif., Oct. 29, 2012
/PRNewswire/ -- New Frontier Media, Inc. (NasdaqGS: NOOF), 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 and Flynt Broadcast, Inc., affiliates of L.F.P.,
have commenced the previously-announced 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 for
each common share. The offer price represents approximately a 79%
premium to New Frontier Media's closing stock price on March 8, 2012, the day before New Frontier Media
received a publicly-announced unsolicited acquisition proposal.
On October 15, 2012, New Frontier Media and L.F.P.
announced that New Frontier Media and affiliates of L.F.P. had
entered into a merger agreement, pursuant to which a tender offer
would be made for all the issued and outstanding shares of New
Frontier Media. The tender offer, if successful, will be followed
by a second-step merger in which any shares of New Frontier Media
not tendered into the offer will be converted into the right to
receive the same per share consideration paid to New Frontier Media
shareholders in the tender offer, subject to shareholders'
dissenters' rights under Colorado
law. As a result of the transaction, New Frontier Media's common
stock would no longer be publicly-owned or traded on the NASDAQ
market.
After careful consideration and following the recommendation of
the special committee of New Frontier Media's board of directors,
which was comprised solely of non-employee independent directors,
New Frontier Media's board of directors unanimously determined that
the tender offer and the merger are fair to and in the best
interests of the shareholders of New Frontier Media, and approved
the merger agreement, the tender offer, the merger and the other
transactions contemplated by the merger agreement. Accordingly, New
Frontier Media's board of directors unanimously recommends that New
Frontier Media's shareholders accept the tender offer and tender
their shares in the tender offer and, if required by Colorado law, adopt the merger agreement and
approve the transactions contemplated by the merger agreement,
including the merger.
Larry Flynt, L.F.P., Inc., LFP
Broadcasting, LLC and Flynt Broadcast, Inc. are today filing with
the U.S. Securities and Exchange Commission (SEC) a tender
offer statement on Schedule TO, including an offer to purchase
and related letter of transmittal, setting forth in detail the
terms of the tender offer. Additionally, New Frontier Media is
today filing with the SEC a solicitation/recommendation statement
on Schedule 14D-9 setting forth in detail, among other things,
the unanimous recommendation of New Frontier Media's board of
directors that New Frontier Media's shareholders accept the tender
offer and tender their shares into the tender offer.
The consummation of the tender offer is subject to the
satisfaction or waiver of certain conditions, including: (i) a
majority of outstanding New Frontier Media shares on a fully
diluted basis having been tendered into the offer and not validly
withdrawn, (ii) there not having been a material adverse change
with respect to New Frontier Media, (iii) New Frontier Media having
not less than $11,514,000 in
available cash at the expiration of the tender offer, and (iv)
other customary conditions. The tender offer is not subject to a
financing condition.
The tender offer and withdrawal rights are scheduled to expire
at midnight, New York City time,
on Tuesday, November 27, 2012 (the end of the day on Tuesday),
unless extended or earlier terminated in accordance with the terms
of the merger agreement and the applicable rules and regulations of
the SEC.
Avondale Partners LLC is acting as exclusive financial advisor
to the Special Committee of the Board of Directors of New Frontier
Media in connection the transaction. Alston + Bird LLP is acting as
legal advisor to the Special Committee. Holland & Hart LLP is acting as legal
advisor to the Company.
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. Our 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. Programming originates from our
state of the art digital broadcast infrastructure in Boulder, Colorado. We obtain our
programming primarily by licensing content distribution rights from
movie studios, and we distribute new and unique programming in
order to provide consumers with an exceptional viewing
experience.
Our 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. We act as a sales agent for mainstream
films and produce erotic films. The segment also periodically
provides contract film production services to major Hollywood studios.
We are headquartered in Boulder,
Colorado, and our common stock is listed on the Nasdaq
Global Select Market under the symbol "NOOF." For more information
about New Frontier Media, Inc., contact Grant Williams, Chief Financial Officer, at
(303) 444-0900, extension 2185, and please visit our web site at
http://www.noof.com.
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 the ability to complete the
transaction considering the various closing conditions; 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 the Company'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, uncertainties as to the
timing of the tender offer and the merger; uncertainties as to how
many of the Company's shareholders will tender their stock in the
tender offer; the risk of litigation relating to the transaction;
the risk that competing offers will be made; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; the effects of disruption from the transaction making it
more difficult to maintain relationships with employees, customers,
vendors or other business partners; other business effects,
including, but not limited to, the effects of industry, economic or
political conditions outside of the Company's control; transaction
costs; actual or contingent liabilities; and other risks and
uncertainties discussed in documents filed with the SEC by the
Company, including, but not limited to, the
solicitation/recommendation statement and merger proxy statement to
be filed by the Company. Investors and shareholders are cautioned
not to place undue reliance on these forward-looking statements.
Unless required by law, the Company 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 the
Company'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
June 30, 2012 and Current Reports on
Form 8-K filed from time to time by the Company. All
forward-looking statements are qualified in their entirety by this
cautionary statement.
Important Information About the Tender Offer
This press release is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares of common stock of New
Frontier Media, Inc., a Colorado
corporation ("New Frontier Media"). The solicitation and the offer
to buy shares of New Frontier Media common stock is being made
pursuant to an offer to purchase and related materials that
Larry Flynt, L.F.P., Inc., LFP
Broadcasting, LLC and Flynt Broadcast, Inc. are filing today with
the SEC. Larry Flynt, L.F.P., Inc.,
LFP Broadcasting, LLC and Flynt Broadcast, Inc. are filing today a
tender offer statement on Schedule TO with the SEC, and New
Frontier Media is filing today a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully and considered before any decision is
made with respect to the tender offer. These materials are being
sent free of charge to all shareholders of New Frontier Media. In
addition, all of these materials (and all other materials filed by
New Frontier Media with the SEC) are available at no charge from
the SEC through its website at www.sec.gov. Free copies of the
offer to purchase, the related letter of transmittal and certain
other offering documents are also available by contacting Innisfree
M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 (for information by
telephone: Banks and Brokers Call Collect: (212) 750-5833; All
Others Call Toll-Free: (888) 750-5834). In addition,
shareholders will be able to obtain a free copy of these documents
from New Frontier Media by contacting Marc
Callipari, Chief Legal Officer, New Frontier Media, Inc.,
6000 Spine Road, Suite 100, Boulder,
Colorado 80301, (303) 444-0900;
mcallipari@noof.com.
New Frontier Investor Contacts:
New Frontier Media Contacts:
Grant
Williams Andrew
Cole / Jonathan Doorley
Chief Financial
Officer Sard
Verbinnen & Co
(303) 444-0900 x
2185 (212)
687-808
gwilliams@noof.com jdoorley@sardverb.com
OR
Scott Winter
Innisfree M&A Incorporated
(212) 750-5833
swinter@innisfreema.com
LFP Broadcasting Media Contacts:
Arthur Sando
(323) 651-5400
asando@lfp.com
SOURCE New Frontier Media, Inc.