Publicly traded Media Company to enter U.S. data fusion market
through strategic acquisition
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 $2 billion.
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 members.
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., ir@tigermedia.com.
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.
Tiger Media, Inc.Investor Relations:Joshua Weingard,
305-575-4602ir@tigermedia.comorInteractive Data, LLCInvestor
Relations:Derek Dubner, CEO, 561-962-2160ir@id-info.com
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