MM.19 Mar 2012 11:31
TORONTO, March 19, 2012 /CNW/ - Mood Media Corporation (ISIN: CA61534J1057)
(TSX:MM/ LSE AIM:MM) ("Mood Media") announced today that it has signed an
agreement to acquire DMX Holdings, Inc. ("DMX") for US$86.1 million in cash
including net debt repaid on closing, subject to certain adjustments for
working capital. The equity value of the transaction will be approximately
US$53.8 million.
In order to satisfy the consideration payable in connection with the DMX
acquisition, Mood Media has today entered into placing agreements (the "Placing
Agreements") in Canada and the UK to complete a private placement of 31,800,000
common shares, to be issued at 231 pence per common share (C$3.60 per common
share) raising £73.5 million (C$114.5 million) before expenses. The additional
net proceeds of the private placement will be used for general corporate
purposes.
Both the DMX acquisition and the private placement are subject to the
satisfaction of various regulatory and other conditions, including admission of
the common shares to be issued under the private placement to trading on AIM
("Admission"), the Placing Agreements becoming unconditional (save as to
Admission) and Admission. The Placing Agreements contain rights under which
they can be terminated for a breach of warranty up to Admission and are also
subject to Admission having occurred by 8.00 a.m. on March 20, 2012 (or such
later date not being later than March 27, 2012 as may be agreed between the
parties). Mood Media anticipates the closing of both the DMX acquisition and
the private placement will occur in March 2012.
DMX
DMX is a US provider of multi-sensory branding services, delivering services to
over 100,000 locations. DMX uses music, video and digital signage, messaging,
scent, and audio/visual systems to personify and enhance brands to create
lasting connections that encourage customer loyalty. In the 12 months ended 31
December 2011, DMX recorded revenues of US$84.6 million, EBITDA of US$16.5
million and profit before taxation of US$5.6 million.