TelVue(R) Enters Into Agreement to Convert Its Debt to Equity
January 18 2012 - 5:34PM
Marketwired
TelVue® Corporation (OTCQB: TEVE)
(PINKSHEETS: TEVE), a leader in IP Television Broadcasting and
Internet Video Streaming, announced today that it had executed an
agreement with H.F. "Gerry" Lenfest, its Chairman and majority
stockholder, under which approximately $30.6 million in debt and
accrued interest held by Mr. Lenfest would be converted into TelVue
common stock and new preferred stock. The agreement is subject to
certain conditions, including stockholder approval of the agreement
itself as well as changes to TelVue's authorized capital stock and
other matters.
Under the terms of the agreement, a promissory note recently
issued to Mr. Lenfest in the principal amount of $5.0 million,
which was designed to provide funding for development, would be
converted into a new class of redeemable convertible preferred
stock, with a conversion price of $0.35 per share. The new class of
preferred stock would have an annual dividend of 4% payable in cash
or in kind, at TelVue's option. Under the terms of the agreement,
the remaining debt and accrued interest through the effective date
would be converted into common stock at a price per share of
$0.35.
Pending stockholder approval, the agreement will eliminate all
of the Company's outstanding debt to Mr. Lenfest. TelVue plans to
hold a stockholder vote to approve required elements of the
transaction.
"This agreement represents a major step forward for TelVue,"
said Jesse Lerman, TelVue's President and CEO, "We believe that,
pending stockholder approval, the Company's balance sheet,
fortified with the recent $5.0 million funding and debt conversion,
provides TelVue with a solid foundation for expansion of its
current broadcast products and services and will assist in
establishing TelVue as the provider of choice in the rapidly
growing area of cloud-based video services."
Proxy Information
TelVue will file a proxy statement with respect to the Debt
Conversion Agreement and related matters with the U.S. Securities
and Exchange Commission (the "SEC"). The proxy statement will be
sent to TelVue's stockholders for their approval of the Debt
Conversion Agreement at a special meeting of stockholders.
Stockholders are urged to read the proxy statement
and any other relevant documents when filed because they contain
important information about the Company, the Debt Conversion
Agreement and related matters. Stockholders may obtain a free
copy of the proxy statement and other documents when they become
available at the SEC's web site at www.sec.gov. The proxy statement
and other related SEC documents may also be obtained free of charge
by contacting the Company at (800) 885-8886.
TelVue and its officers, directors and employees may be deemed
to be participants in the solicitation of proxies from the
Company's stockholders with respect to approval of the Debt
Conversion Agreement. Such participants may have interests in the
transaction, including as a result of holding shares of the Common
Stock. Information regarding the participants and their interests
will be contained in the proxy statement.
About TelVue® Corporation TelVue®
Corporation is a broadcast technology innovator and leader in high
quality, cost-effective hyperlocal and community television
broadcast delivery. Core markets include: Pro Broadcast, Cable,
Telco, College Broadcast and University Television, K-12, PEG, and
Government. TelVue's professional quality equipment and services,
including digital broadcast servers, live Internet streaming, IP
video on demand (VOD) services, and web-based digital signage,
enable our customers to dramatically improve and enhance their
cable and web-based broadcast capabilities, reduce costs, and be
better positioned to meet the new challenges of a rapidly evolving
media landscape. For more information on TelVue®, please visit
http://www.TelVue.com
PR Contact: Paul Andrews TelVue Corp. 800-885-8886 x102
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