ZelnickMedia and Alloy, Inc. (Nasdaq:ALOY) announced today that an
investor group led by ZelnickMedia has agreed to acquire Alloy for
$9.80 per share in cash. The purchase price is a premium of
approximately 27% over the average closing price of the stock for
the 30 days ending June 23, 2010. The transaction is valued at
approximately $126.5 million. Members of Alloy's senior management
will invest in the transaction in conjunction with ZelnickMedia.
The investors aim to build Alloy into a leading entertainment
and media brand for the millennial generation (ages 10–29).
Under its wholly owned subsidiary, Alloy Entertainment, Alloy
already has a considerable proven track record of creating hits
such as Gossip Girl, The Sisterhood of the Traveling Pants, The
Vampire Diaries and Pretty Little Liars, as well as developing
unique media channels which reach tween, teen and college aged
audiences.
Commenting on the acquisition, Peter Graham, Lead Independent
Director and Chairman of the Special Committee of the Board said,
"After a full market process, we are pleased to have achieved a
fair price for our shareholders. We believe that this is an
excellent outcome that gives current shareholders a meaningful
near-term premium and eliminates future execution risk."
The company operates the Alloy Digital Network, a premium
distributed media and advertising network comprised of leading
websites, with a total monthly audience of 51 million visitors,
ages 12-24, according to digital measurement leader comScore. The
company owns other assets providing significant reach to the youth
audience, including Channel One, an in-school broadcast network
reaching nearly six million young people.
The company also recently launched Alloy TV, a premium digital
entertainment network delivering original, short-form video
programming tailored expressly for the young adult
audience. In 2009, Alloy Entertainment produced "Private",
based on its best-selling book property, and Alloy TV produced the
original scripted series "Haute & Bothered", with a sequel
launched in May 2010. Both were distributed on Alloy TV. Alloy will
premiere three sponsored original web series this fall.
Geraldine Laybourne will serve as Chairman. Alloy's
co-founders, Matt Diamond and Jim Johnson, will continue to run the
company as CEO and COO, respectively. They will exchange a portion
of their Alloy shares for an equity interest in the
acquirer. The rest of the Alloy senior management team is
expected to remain in place as well.
Former COO of Marvel Entertainment, Bill Jemas, will also serve
on the Board of Directors and will be working closely with the
company in the areas of merchandising, content and business
affairs. Leslie Morgenstein, CEO of Alloy Entertainment will
work closely with Laybourne and Jemas, focusing on Alloy's
entertainment assets.
"Alloy has earned a unique position as both creator and
distributor of content that has captured the imagination of the
millennial generation," said Strauss Zelnick. "What's different
about millennials is that they've grown up knowing no boundaries
between media platforms. Alloy has been extremely savvy about
developing properties that cross multiple platforms. With Gerry and
Bill on the team, we intend to grow Alloy into a leading brand for
this generation."
"We are proud of our hits like Gossip Girl, our latest success
Pretty Little Liars, our significant achievements in the digital
space and our unique distribution channels," said Matt Diamond,
Alloy's Chairman and CEO. "With the addition of ZelnickMedia, we
are ready for our next chapter."
MILLENNIAL EXPERTS
Laybourne is best known for turning Nickelodeon into the most
widely watched children's channel in the U.S. and the most
profitable channel owned by Viacom. She also founded The
Oxygen Network, a television network aimed at young women, which
pioneered convergence between television and the web.
In addition to serving as Chairman, Laybourne will continue her
other professional and personal pursuits.
"I am thrilled to be working with Matt and Jim. They have built
an amazing company with a great foundation on content creation and
marketing for a demographic I care deeply about. I'm also a huge
admirer of Alloy Entertainment's unique creative process that has
generated hit after hit," said Laybourne. "As Chairman of the
Board, I will be a champion of their work."
Jemas is widely credited with building Marvel's licensing and
merchandising powerhouse. He created and executed
cross-platform media strategies at Marvel Entertainment from 2000 –
2004. Previously Jemas built media and marketing businesses at the
National Basketball Association, Fleer Corporation and Madison
Square Garden.
ALLOY'S PROVEN TRACK RECORD
Alloy's entertainment subsidiary develops and produces original
books, television series and feature films, originating
entertainment properties and then partnering with leading
publishers, television networks and movie studios. Properties
have included Gossip Girl (CW), Vampire Diaries (CW) and Pretty
Little Liars (ABC Family), all produced in association with Warner
Brothers. Alloy Entertainment has generated over 1,000 teen-focused
book titles, including more than 50 that have made the New York
Times best seller list in the past five years. In 2009, the
entertainment division launched a dedicated digital production unit
for properties focused on web distribution.
Alloy's success in the digital market is significant. The
company's websites, including Alloy.com, Teen.com, gURL.com,
dElias.com, Takkle.com, and GossipGirl.net, along with premium
partner sites, have been among the most popular online destinations
with consumers ages 12-24. The network has been the top ranked
community in its category for eighteen months straight, according
to comScore.
Channel One News is the daily 12-minute television news program
for teens, broadcast directly into schools via satellite and
reaches nearly six million young people in middle schools and high
schools nationwide.
The company's Education and College Media divisions provide
advertising in college guides and related publications, and places
advertising in college newspapers and on college
campuses. Alloy's promotion business segment helps clients
achieve their promotional marketing objectives with target
consumers through its AMP agency services, sampling and direct
marketing businesses.
THE TRANSACTION
The transaction was unanimously approved by Alloy's Board of
Directors following the recommendation of the Special Committee and
is expected to be completed in the fourth quarter of 2010. The
merger is subject to antitrust clearance, Alloy stockholder
approval, the satisfaction of certain financial conditions and
other customary terms and conditions. It is also subject to
debt financing. Debt financing is committed to be provided by Bank
of America Merrill Lynch, which would serve as administrative
agent, with additional debt financing committed by RBS Citizens,
N.A., and The Private Bank, pursuant to commitment letters signed
in connection with the execution of the merger agreement. In
addition to ZelnickMedia, co-investors will include Natixis Caspian
Private Equity, Rosemont Solebury Co-Investment Fund, and GenSpring
Family Offices. Diamond and Johnson, together with certain other
Alloy shareholders, holding in the aggregate approximately 25% of
the outstanding shares, have agreed to vote in favor of the
transaction at the shareholders meeting.
Macquarie Capital is serving as exclusive financial advisor to
Alloy. Simpson Thacher & Bartlett LLP is acting as legal
advisor, to the investor group and Kramer Levin Naftalis &
Frankel LLP is acting as Alloy's legal counsel.
About ZelnickMedia
ZelnickMedia is a partnership of experienced media executives
and investors. The firm manages and owns interests in an array of
media enterprises, including video games and interactive
entertainment, television advertising, wireless network
enabling software, business information, tradeshows, and
media-related business services. Current portfolio companies
include Take-Two Interactive Software, Airvana, Canella
Response Television, ITN Networks, Arkadium and Naylor Inc. The
partnership is currently investing from ZM Capital, its
media-focused private equity fund.
About Alloy
Alloy, Inc. (Nasdaq:ALOY) is one of the country's largest
providers of media and marketing programs reaching targeted
consumer segments. Alloy manages a diverse array of assets and
services in interactive, display, direct mail, content production
and educational programming. Alloy works with over 1,500 companies,
including half of the Fortune 200. For further information
regarding Alloy, please visit our corporate website at
www.alloymarketing.com.
The Alloy, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5852
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
Alloy will file proxy materials with the Securities and Exchange
Commission, or the SEC, relating to the solicitation of proxies to
vote at a special meeting of stockholders to be called to approve
the proposed transaction. The definitive proxy statement will be
mailed to the stockholders of Alloy in advance of the special
meeting. Stockholders of Alloy are urged to read the proxy
statement and other relevant materials when they become available
because they will contain important information about the proposed
transaction. Stockholders may obtain a free copy of the proxy
statement and any other relevant documents (when available) at the
SEC's web site at http://www.sec.gov. The definitive proxy
statement and these other documents also will be available on
Alloy's website (http://www.alloymarketing.com) and may be obtained
free from Alloy by directing a request to Alloy, Inc., Attn:
Investor Relations, 151 West 26th Street, 11th Floor, New York, NY
10001.
Alloy and its directors and certain executive officers may be
deemed to be participants in the solicitation of proxies from
Alloy's stockholders in respect of the proposed transaction.
Information about the directors and executive officers of Alloy and
their respective interests in Alloy by security holdings or
otherwise is set forth in its proxy statement relating to the 2010
annual meeting of stockholders, which was filed with the SEC on May
28, 2010. Investors may obtain additional information regarding the
interest of the participants by reading the proxy statement
regarding the proposed transaction when it becomes available.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of that term in Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements include statements regarding benefits of
the proposed transaction, future performance, financing for the
transaction and the completion of the transaction. These statements
are based on the current expectations of the management of Alloy,
Inc. There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements included in this document. For example, among other
things, conditions to the closing of the transaction may not be
satisfied and the transaction may involve unexpected costs,
unexpected liabilities or unexpected delays. Additional factors
that may affect the future results of Alloy are set forth in its
Annual Report on Form 10-K for the fiscal year ended January 31,
2010 and filed with the SEC on April 12, 2010 and in its Quarterly
Report on Form 10-Q for the quarterly period ended April 30, 2010
and filed with the SEC on June 9, 2010, which are available at
http://www.sec.gov. Unless required by law, Alloy undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
CONTACT: ZelnickMedia
Media contacts
Kassie Canter
917-597-4029
kassie.canter@gmail.com
Ed Nebb
203-972-8350
enebb@optonline.net
Alloy Inc.
Joseph D. Frehe, Chief Financial Officer
212-329-8347
jfrehe@alloy.com
Grafico Azioni Alloy (MM) (NASDAQ:ALOY)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Alloy (MM) (NASDAQ:ALOY)
Storico
Da Lug 2023 a Lug 2024