8 Aug 2008 09:00
BLINKX PROPOSES ACQUISITION OF MIVA FOR $1.20 PER SHARE IN CASH
SAN FRANCISCO, CALIF. - AUGUST 8, 2008 - blinkx plc ("blinkx") (LSE AIM: BLNX) confirms that it has delivered a letter to the Board of Directors and CEO of MIVA, Inc. ("MIVA") (NASDAQ: MIVA) in which blinkx proposes to acquire MIVA for a cash consideration of $1.20 per share.
MIVA is a Nasdaq-listed digital media company. It describes itself as having two focuses to its business: owning and operating a growing portfolio of consumer destination sites and interest-specific toolbars, through its MIVA Direct division; and running a third-party contextual Pay-Per-Click ad network focused on key vertical sectors, through its MIVA Media division. MIVA, Inc. operates across North America and Europe.
blinkx believes the proposal is highly attractive for MIVA shareholders. blinkx's proposal represents a 54% premium above the closing price of MIVA common stock of $0.78 on August 7, 2008, and a 36% premium over the average closing price for the one month prior to August 7, 2008.
Commenting on the proposal, blinkx CEO and Founder Suranga Chandratillake said: "Our recent strong momentum in the business, and our positioning in the area of performance-based advertising which has shown itself to be robust in the current climate, has encouraged us to consider opportunities to accelerate our growth. We're excited about the opportunities presented by a combination with MIVA. blinkx has been developing advanced monetization technologies, which we are now ready to introduce aggressively into the market. This transaction would enable us to accelerate the penetration of these more advanced technologies into the marketplace over the current planned organic approach. We hope that the Board of MIVA will appreciate the uniqueness of this opportunity."
blinkx believes that a combination of the two companies would be mutually beneficial to both companies' shareholders, employees, and customers. blinkx and MIVA have complementary businesses that could benefit greatly from blinkx's technology and MIVA's distribution network.
blinkx has worked with MIVA as a customer and partner for a number of years and has a great deal of respect for MIVA's success in building a global keyword advertising network and growing the MIVA Direct consumer offering. blinkx believes, however, that with the Internet's continued progression towards rich media and newer forms of advertising, more advanced technology will play a fundamental role in achieving success.
blinkx already has in place a proven and growing video-driven revenue engine, and enjoys an unrivalled technology portfolio which is applicable across many aspects of the online market. A combination of the two companies - fusing MIVA's advertising network with blinkx's ability to leverage its technology portfolio into the online market - presents an exciting and compelling opportunity.
Specifically, blinkx's advanced and scalable matching technology will enable immediate platform improvements for MIVA. As a result, large portions of relevant search traffic from MIVA's search ad network will be monetizeable at higher rates through blinkx's technology. Furthermore, blinkx's technology holds the potential to build on MIVA's existing toolbar network, adding the latest functionality and an entirely new revenue stream. Finally, MIVA's consumer sites and portals, that already attract large audiences, will immediately benefit from blinkx's advanced video technology and AdHoc advertising platform.
Any acquisition of MIVA would be subject to the making of a formal offer following the opportunity to conduct a limited confirmatory due diligence investigation, the negotiation of a definitive merger agreement containing customary terms and conditions, including customary conditions to closing; no material adverse change to MIVA's business; appropriate shareholder approvals; and any regulatory requirements. Given blinkx's participation in the industry and MIVA's public status, blinkx envisages an efficient due diligence process appropriate to a public company. blinkx is prepared to deliver a draft merger agreement to MIVA and begin discussions immediately. Should an offer proceed it could be classified as a reverse takeover by Aim Regulation necessitating the publication of an admission document.
The transaction would be funded from existing cash resources of the two companies.
The full text of blinkx's proposal letter to MIVA is attached to this press release.
About blinkx
blinkx plc (LSE AIM: BLNX) is the world's largest and most advanced video search engine. Today, blinkx has indexed more than 26 million hours of audio, video, viral and TV content, and made it fully searchable and available on demand. blinkx's founders set out to solve a significant challenge - as TV and user-generated content on the Web explode, keyword-based search technologies only scratch the surface. blinkx's patented search technologies listen to - and even see - the Web, helping users enjoy a breadth and accuracy of search results not available elsewhere. In addition, blinkx powers the video search for many of the world's most frequented sites. blinkx is based in San Francisco and London. More information is available at www.blinkx.com.
Press Contacts:
| Blinkx plc | |
| Suranga Chandratillake, CEO | Tel: +1 415-625-1410 |
| Financial Dynamics | Tel: +44 (0)20 7831 3113 |
| Edward Bridges/Juliet Clarke/Haya Chelhot | |
| Citi (NOMAD to blinkx) | Tel: +44 (0)20 7986 4000 |
| Charles Lytle |
This announcement does not constitute, or form any part of, any offer for, or any solicitation of any offer for, securities or the solicitation of any vote for approval in any jurisdiction.
This document is for informational purposes only and is not an offer or a solicitation relating to blinkx's proposal to acquire MIVA, inc. A tender offer for the shares of MIVA common stock has not commenced. Additional documents regarding the transaction may be filed with the securities and exchange commission ("SEC") and investors and security holders are urged carefully to read such disclosure documents regarding the proposed transaction, if and when they become available, because they will contain important information. Investors and security holders may obtain a free copy of the disclosure documents (when and if they are available) and other documents filed by blinkx with the sec at the SEC's website at www.sec.gov. In addition, security holders will be able to obtain a free copy of these documents (if and when they become available) from blinkx.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement has been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
August 8, 2008
MIVA, Inc.
5220 Summerlin Commons Boulevard
Suite 500
Fort Myers, FL 33907
Attention: Peter Corrao, CEO
Larry Weber, Chairman
Members of the Board of Directors
Dear Ladies and Gentlemen,
Re: blinkx and MIVA Combination
I am writing on behalf of the board of directors of blinkx Plc to make a proposal for the business combination of blinkx and MIVA. Under our proposal, blinkx would acquire all of the outstanding shares of MIVA common stock for $1.20 in cash per share. Our proposal is not subject to any financing condition. The transaction would be funded from existing cash resources of the two companies.
Proposal. Our proposal represents a 54.0% premium above the closing price of MIVA common stock of $0.78 on August 7, 2008, and a 36% premium over the average closing price for the one month prior to August 7, 2008.
By whatever financial measure one might use, we believe this proposal represents a compelling value realization opportunity for your shareholders and the quickest and most secure way to see such value, particularly given the several challenges MIVA faces in the near term, including: risk and cost associated with the new technology platform, a deteriorating cash position, continued deterioration of the Media EU business and continued decline in revenue and profitability.
We believe that MIVA's shareholders would not be well-served by any delay in negotiating or completing the merger process, and that time and/or another round of restructuring plans will not significantly increase MIVA's valuation.
Background. Having worked together for a number of years you will be aware that blinkx is the world's largest and most advanced video search engine. Founded in 2004 by Suranga Chandratillake, the company completed a successful IPO on the London Stock Exchange (AIM) in May 2007 and currently has a market capitalization of approximately $160 million, with headquarters in San Francisco, CA and the UK. With an index of over 26 million hours of searchable video and more than 350 media partnerships, including national broadcasters, commercial media giants, and private video libraries, blinkx has cemented its position as the premier destination for online TV. blinkx pioneered video search on the Internet, enhanced by $150 million in R&D over 12 years, and is now protected by 111 patents.
Rationale. blinkx believes that a combination of the two companies would be mutually beneficial to both companies' shareholders, employees, and customers. blinkx and MIVA have complementary businesses that could benefit greatly from blinkx's technology and MIVA's distribution network.
blinkx has worked with MIVA as a customer and partner for a number of years and has a great deal of respect for MIVA's success in building a global keyword advertising network and growing the MIVA Direct consumer offering. We believe, however, that with the Internet's continued progression towards rich media and newer forms of advertising, more advanced technology will play a fundamental role in achieving success.
blinkx already has in place a proven and growing video-driven revenue engine, and enjoys an unrivalled technology portfolio which is applicable across many aspects of the online market. A combination of the two companies - fusing MIVA's advertising network with blinkx's ability to leverage its technology portfolio into the online market - presents an exciting and compelling opportunity.
Specifically, blinkx's advanced and scalable matching technology will enable immediate platform improvements for MIVA. As a result large portions of relevant search traffic from MIVA's search ad network will be monetizeable at higher rates through blinkx's technology. Furthermore blinkx's technology holds the potential to build on MIVA's existing toolbar network, adding the latest functionality and an entirely new revenue stream. Finally, MIVA's consumer sites and portals, that already attract large audiences, will immediately benefit from blinkx's advanced video technology and AdHoc advertising platform.
Process and Employees. We would value the opportunity to further discuss with you how to optimize the integration of our respective businesses to create a leading global technology company. We believe that the management and employees of MIVA are critical to realizing a successful transition and foresee an important and central role for MIVA employees in the combined company.
Any acquisition of MIVA would be subject to the opportunity to conduct a limited confirmatory due diligence investigation, the negotiation of a definitive merger agreement containing customary terms and conditions, including customary conditions to closing; no material adverse change to MIVA's business; appropriate shareholder approvals; and any regulatory requirements. Given our participation in the industry and MIVA's public status, we envisage an efficient due diligence process appropriate to a public company. We are prepared to deliver a draft merger agreement to you and begin discussions immediately.
Due to the importance of these discussions and the value represented by our proposal, we expect the MIVA Board to engage in a full review of our proposal and discussion of its contents with MIVA's shareholders. We are prepared to meet at a time and location of your convenience to complete due diligence and commence definite agreement negotiations.
We believe this proposal represents a unique opportunity for MIVA's shareholders to realize value, and the combined company will be well positioned for future growth. We hope that you and your Board share our enthusiasm, and we look forward to a prompt and favourable reply.
Yours sincerely,
Suranga Chandratillake
CEO and Founder
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This communication does not constitute, or form any part of, any offer for, or any solicitation of any offer for, securities or the solicitation of any vote for approval in any jurisdiction.