From: Business Wire
Dec-15-2014 8:00 AM
Publicly traded Media Company to enter U.S. data fusion market
through strategic acquisition
SHANGHAI & ATLANTA–(BUSINESS WIRE)–
Tiger Media, Inc. (“Tiger Media” or the “Company”) (NYSE MKT: IDI), a
Shanghai-based multi-platform media company, today announced that it has
entered into a definitive agreement to acquire The Best One, Inc.
(“TBO”), parent company of U.S.-based data solutions provider
Interactive Data, LLC (“Interactive Data”) (the “Acquisition”).
Interactive Data is headquartered in Atlanta, GA and has its primary
technology office in Seattle, WA.
Interactive Data’s recently expanded management team has been executing
on an aggressive growth plan in a multi-billion dollar market of risk
management and marketing data solutions. The Acquisition will give the
integrated company a strong foothold in the data fusion industry with a
management team that has helped mold the entire sector.
“As a founding shareholder of Tiger Media, Inc., I am enthusiastic to
enter into the rapidly growing, multi-billion dollar industry of data
fusion,” said Dr. Phillip Frost, CEO and Chairman of OPKO Health, Inc.
(NYSE:OPK), and Tiger Media’s largest beneficial owner. “The
impressive track record of TBO’s management team in building the
dominant companies in this industry speaks for itself, and I believe
this will be a major player in the space.”
Commenting on the Acquisition, Robert Fried, Chairman of Tiger Media
stated, “We are excited to acquire TBO. We were looking for a U.S.
partner who would also be able to expand our China operations. We
believe this Acquisition with TBO will give our shareholders an
excellent opportunity to realize increased value on their investment.”
TBO’s executive leadership represents over half a century of combined
experience in the industry and is led by Chairman Michael Brauser. An
investor and operator in the data fusion market since its infancy, Mr.
Brauser has built market leading companies with revenues totaling over
Chief Scientific Officer of TBO, Ole Poulsen, was primary systems
architect of the data fusion industry’s leading products. The products
that Mr. Poulsen designed led to the sales of multiple companies
totaling over $1 billion in the aggregate.
Under the terms of the merger agreement, current shareholders of Tiger
Media and TBO will own approximately 34% and 66% of the combined
company, respectively, following the Acquisition. Approximately 65% of
the shares to be issued to TBO shareholders in the Acquisition will be
non-voting preferred stock, and 30% of those shares will only be issued
upon achievement of certain revenue targets. The Acquisition is expected
to close in the first quarter of 2015, is subject to customary
conditions to closing as detailed in the merger agreement, as well as
the affirmative vote of a majority of the outstanding shares of Tiger
Media entitled to vote.
In connection with the Acquisition, Tiger Media will be redomesticating
as a Delaware company. The affirmative vote of 2/3 of the votes cast at
the Tiger Media meeting will be required for domestication in Delaware.
The structure of the transaction will be in the form of an acquisition
with TBO merging into a wholly-owned subsidiary of Tiger Media, with the
Tiger Media subsidiary as the surviving corporation that will now be
headquartered in Atlanta, GA.
Following the Acquisition, Derek Dubner, CEO of TBO, will join Tiger
Media as Co-CEO along with Peter Tan, current CEO of Tiger Media. Robert
Fried will remain Chairman of the Board. Also, following the
Acquisition, Derek Dubner and Daniel MacLachlan will join the Tiger
Media Board, increasing the Tiger Media Board from five members to seven
Cassel Salpeter is acting as financial advisor and Akerman LLP is acting as legal counsel to Tiger Media. Nason Yeager is acting as legal counsel to TBO.
About Tiger Media, Inc.
Tiger Media is a leading Shanghai-based multi-platform media company in
China which provides advertising services in the out-of-home advertising
industry, including iScreen Outdoor LCD screens, billboards and street
furniture. Tiger Media’s network of street level LCD screen displays,
which captivate eye-level awareness, is complemented by outdoor
billboards which are mostly built on rooftops with good visibility from
far distances. Tiger Media’s network attracts advertising clients from a
wide range of industries including telecommunications, insurance and
banking, automobile, electronics and fast moving consumer goods. Learn
more at www.tigermedia.com.
About Interactive Data, LLC
Interactive Data is a data solutions provider, historically delivering
data products and services to the Accounts Receivable Management (ARM)
industry for location and identity verification, legislative compliance
and debt recovery for over a decade. Interactive Data has served a niche
segment of the risk management industry, consisting of collection
agencies, collection law firms, and debt buyers. Interactive Data has
recently expanded the executive leadership team, adding significant
industry experience. Immediate capital infusion drives an enhancement
and broadening of current offerings as well as expansion into new
markets and services. Learn more at www.id-info.com.
FORWARD LOOKING STATEMENTS
This press release contains “forward-looking statements,” as that term
is defined under the Private Securities Litigation Reform Act of 1995
(PSLRA), which statements may be identified by words such as “expects,”
“plans,” “projects,” “will,” “may,” “anticipate,” “believes,” “should,”
“intends,” “estimates,” and other words of similar meaning. Such forward
looking statements include statements about the anticipated benefits of
combining Tiger Media and TBO, expectations for closing the Acquisition,
as well as other non-historical statements about our expectations,
beliefs or intentions regarding our business, technologies and products,
financial condition, strategies or prospects. There are a number of
important factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
including: the ability of each of Tiger Media and TBO to satisfy the
closing conditions and consummate the transaction, including Tiger Media
obtaining the required shareholder approvals; the risk that the business
of TBO may not be integrated successfully; the risk that the transaction
may involve unexpected costs or unexpected liabilities; the risk that
synergies from the transaction may not be fully realized or may take
longer to realize than expected; and the other risks set forth in Tiger
Media’s Annual Report on Form 20-F, filed with the SEC on March 31,
2014, as well as the other factors described in the filings that Tiger
Media makes with the SEC from time to time.
The forward-looking statements contained in this press release speak
only as of the date the statements were made, and we do not undertake
any obligation to update forward-looking statements, except as required
under applicable law. We intend that all forward-looking statements be
subject to the safe-harbor provisions of the PSLRA.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
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 nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. In connection with the proposed Acquisition, Tiger
Media will file with the Securities and Exchange Commission (the “SEC”)
a proxy statement in connection with a Special Meeting of its
shareholders. SHAREHOLDERS OF TIGER MEDIA ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE,
AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders of Tiger Media will be able to
obtain a copy of the proxy statement, as well as other filings
containing information about Tiger Media and TBO, without charge, at the
SEC’s website (www.sec.gov).
Shareholders of Tiger Media may also obtain copies of all documents
filed with the SEC, without charge, by directing a request to Tiger
Media, Inc., firstname.lastname@example.org.
PARTICIPANTS IN THE MERGER SOLICITATION
Tiger Media and its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from Tiger Media shareholders in connection with
the proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation
of Tiger Media’s shareholders in connection with the proposed
transaction will be set forth in the proxy statement when it is filed
with the SEC. Also, information about Tiger Media’s directors and
executive officers is set forth in its Notice for Annual General Meeting
of Shareholders, which was filed with the SEC on November 19, 2014, and
its Annual Report on Form 20-F for the year ended December 31, 2013,
filed with the SEC on March 31, 2014, respectively. These documents are
available free of charge at the SEC’s website at www.sec.gov,
or by going to Tiger Media’s Investor Relations page on its corporate
website at www.tigermedia.com.