Robert F.X. Sillerman, Executive Chairman & Chief Executive Officer of Viggle Inc., Proposes Acquisition of 25 Percent of the...
March 20 2015 - 8:00AM
Business Wire
The Firm’s Founder Also Seeks the Option to
Acquire theFull Balance of the Wetpaint Property at a Later
Date
Robert F.X. Sillerman, the founder, executive chairman and chief
executive officer of Viggle Inc. (NASDAQ:VGGL), has proposed to
acquire, either individually or through his affiliates, 25 percent
of the company’s Wetpaint business for $10 million in cash.
In addition, as part of his proposal, he would receive an option
to acquire the remaining 75 percent of Wetpaint within 24 months
for $40 million. The latter amount would be payable by a minimum of
$20 million in cash, and the balance by the issuance of a five-year
note bearing interest at 6 percent per annum
Viggle Inc. is a mobile and web-based entertainment marketing
platform for media companies, brands, and consumers. Wetpaint, a
property of Viggle, is an entertainment web destination that
targets the 18-34 female demographic.
In a March 19, 2015 message to Viggle’s board of directors, the
Wetpaint business is defined as everything related to conducting
the business of Wetpaint as it currently operates.
“This proposal should be attractive to the Viggle board of
directors and its shareholders,” said Mr. Sillerman. “I have asked
Viggle’s board to consider this a serious offer that, although
subject to certain customary conditions, is in every party’s best
interest.”
The offer would be subject to the receipt of all necessary
approvals by the Viggle board of directors and any special
committee formed for the purpose of evaluating the proposal, and
the execution of a mutually agreeable stock purchase agreement.
Mr. Sillerman has retained the law firm Fried, Frank, Harris,
Shriver & Jacobson LLP as counsel in connection with the
proposal. Mr. Sillerman also said that he intended to file an
amendment to his Schedule 13D disclosing this proposal.
Cautionary statement
Statements in this document represent the intentions, plans,
expectations and beliefs of Mr. Sillerman and involve risks and
uncertainties that could cause actual events to differ materially
from the events described in this release, including risks or
uncertainties related to whether the proposed transaction will be
completed, as well as changes in general economic conditions, stock
market trading conditions, government regulation, and changes in
the business or prospects of the Company. These factors, as well as
factors described in Mr. Sillerman’s and the Viggle’s SEC filings
are among the factors that could cause actual events or results to
differ materially from Mr. Sillerman’s current expectations
described in this release.
This document does not constitute an offer to sell or the
solicitation of an offer to buy any securities. Any offering of
securities will be made only by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933,
as amended.
Media:The Marino OrganizationSteve Vitoff,
212-889-0808steve@themarino.org