Liquid Media Group Ltd. (“the Company,” “Liquid Media” or “Liquid”)
(Nasdaq: YVR) today announced that further to its press release
dated August 4, 2021, it has executed a definitive agreement to
acquire Digital Cinema United Holdings Ltd. (“DCU”), which provides
content supply chain technology and services supporting independent
intellectual property (IP) owners, producers, sales agents,
alternative content distributors, downstream media platforms and
studios globally. The closing is expected to be completed in the
coming weeks as the remaining customary closing conditions are
fulfilled and will drive phase III of Liquid’s four-phase business
solution engine spanning the end-to-end creative process from
inception to monetization.
“With the acquisition of DCU, Liquid inherits
DCU’s longstanding position as a company of choice for the
entertainment and media industry. The services DCU provides are
essential to film and TV producers and distributors, engage with
clients across every aspect of the supply chain, supercharge our
solution engine and further our reach,” says Ron Thomson, CEO of
Liquid Media. “This transaction is a strategic win for both
companies, with DCU bringing a range of loyal clientele, revenue
base and stellar reputation worldwide. Liquid brings DCU additional
capital that drives rapid growth, back office support to scale
execution across verticals, and the benefits of the many arms of
its growing family of companies.”
DCU’s supply chain provides technical services
and solutions that bring picture and audio to life in any
environment, from movie theaters, airplanes and broadcast
television all the way through to streaming and other VOD
platforms. The creation of file formats, QC, mastering, packaging
and delivery, distribution and metadata management are some of the
key areas in which DCU excels and helps content owners get their
life’s work to audiences around the world. The collaborative
process between DCU and its clients truly allows producers and
sales companies to take comfort in knowing their projects are in
capable hands, trusted by over 700 distributors worldwide.
“We are delighted to be concluding our deal with
Liquid Media Group, a company whose vision and strategies align
with ours and this is therefore a very comfortable fit for DCU,”
said Alan Christensen, CEO for Digital Cinema United. “The recent
acquisitions Liquid has made show a huge leap towards becoming a
full solution engine for content creators, which enables a much
more automated and cost-effective model that ultimately yields
better returns. We see value in the skill sets across all companies
within the group working seamlessly together, and we believe that
DCU is an integral part of the machine. We look forward to building
a better future for the entire industry together.”
Digital Cinema United will continue to provide
its popular digital end-to-end supply chain services and tools to
over 700 clients across North America, Latin America, Australia,
New Zealand, Europe, the Middle East, and Africa. In parallel, DCU
will play an important role in stage III of Liquid’s business
solution engine, which covers integrated digital asset management
of content for IP owners and creators of all sizes.
“We are extremely pleased to have reached this
milestone and to be welcoming the brilliant DCU team to the Liquid
Media family of companies,” added Thomson. “The growth of our
company is directly supporting the expansion and success of our
four-phase solution, which covers the entire IP lifecycle. We are
excited by the considerable momentum that this is driving for
Liquid and the sustainable value our growth is creating for
shareholders.”
Under the terms of the definitive agreement,
Liquid will acquire DCU for US$11.25M payable in common shares of
Liquid, which are scheduled to be paid out to DCU investors across
specific performance milestones in three tranches. The first
tranche of consideration shares is payable on closing and will
consist of $3,750,000 in common shares of Liquid at a price per
share of the greater of $1.25 or the five-day Volume Weighted
Average Price of Liquid common shares immediately prior to closing.
The two remaining milestones will be triggered by DCU generating
revenues totaling more than US$15M over a period of up to five
years with the corresponding consideration shares being issued at
share prices reflecting then-current share price levels (but not
less than $1.25/share), under a formula intended to arrive at an
average issue price across the entire transaction of $2.00 per
Liquid common share. In addition to statutory resale restrictions
applicable to all consideration shares, 50% of the first tranche of
consideration shares are subject to resale restrictions expiring as
to 300,000 consideration shares every six months from issuance,
subject to acceleration in certain circumstances, as more
particularly described in the definitive agreement, which will be
available under the Company’s profile at www.sedar.com in due
course.
About DCU:
Digital Cinema United (DCU), a Liquid Media
company, is a global provider of technical content services for
theatrical, home entertainment, and digital distribution platforms,
with operations in Los Angeles, London, Malta, Prague, and South
Africa. DCU supports the distribution of content for Hollywood
majors, independent studios, event cinema distributors, and
renowned producers and content owners worldwide through DCP
Production and DCP Delivery services of feature films and movie
trailers to all cinemas in North America, Europe, Middle East,
Africa, Australia, and New Zealand. DCU also provides International
Servicing with Localization worldwide and direct delivery to
Video-On-Demand (VOD) streaming platforms. DCU operates TPN
(Trusted Partner Network) certified facilities across all of its
regions.
Additional information is available at
https://digitalcinemaunited.com/.
About Liquid Media Group
Ltd.
Liquid Media Group Ltd. (Nasdaq: YVR) is a
business solutions company empowering independent IP creators.
Liquid’s end-to-end solution will enable professional video
(film/TV and streaming) creation, packaging, financing, delivery,
and monetization, empowering IP creators to take their professional
content from inception through the entire process to
monetization.
Liquid’s blockchain framework, developed with
Eluvio, is enabling independent producers and content creators to
leverage blockchain technology and NFTs to reach new audiences,
achieve lower-cost, decentralized distribution, access production
funding, sell merchandise and other special access experiences, and
broadcast directly to global audiences on their own terms.
Additional information is available at
www.LiquidMediaGroup.co.
Further information:
Primoris Group Inc.+1 (416)
489-0092pg@liquidmediagroup.co
Media requests:
Investor / BusinessAdam
BelloMedia & Analyst Relations ManagerPrimoris Group Inc.+1
(416) 489-0092 x 226media@primorisgroup.com
IndustryJane OwenJane Owen PR+1
(323) 819-1122 jane@janeowenpr.com
Cautionary Note Regarding
Forward-Looking Statements
This news release includes statements containing
certain "forward-looking information" within the meaning of
applicable securities law ("forward-looking statements").
Forward-looking statements are typically identified by words such
as: "believe", "expect", "anticipate", "intend", "estimate",
"potentially" and similar expressions, or are those, which, by
their nature, refer to future events. These statements should not
be read as guarantees of future performance or results. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from those implied by such statements.
Such factors include, but are not limited to: developments related
to the COVID-19 pandemic, regulatory actions, market prices,
continued availability of capital and financing, and general
economic, market or business conditions, as well as additional
risks disclosed in the Company’s annual and quarterly financial
reports available at www.sedar.com. Investors are cautioned that
any such statements are not guarantees of future performance and
actual results or developments may differ materially from those
projected in the forward-looking statements. Forward-looking
statements are based on the beliefs, estimates and opinions of the
Company's management on the date the statements are made. The
Company is under no obligation, and expressly disclaims any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law.
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