Eros STX Global Corporation (NYSE: ESGC) (“ErosSTX” or the
“Company”), a global entertainment company, today submitted to the
SEC a Registration Statement on Form F-3 that registers the offer
and sale of, among other things, approximately 196.3 million
ErosSTX A ordinary shares issued to former stockholders of STX
Filmworks, Inc. (“STX”) in connection with the merger of Eros
International Plc (“Eros”) and STX (the “Merger”).
The approximately 196.3 million A ordinary shares are comprised
of (1) approximately 171.9 million A ordinary shares underlying the
contingent value rights (“CVRs”) issued to former STX stockholders
in connection with the Merger, and (2) approximately 24.4 million A
ordinary shares issued to certain former STX stockholders pursuant
to the previously disclosed PIPE financing consummated in
connection with the Merger on July 30, 2020. The A ordinary shares
underlying the CVRs have not yet been issued to the holders of the
CVRs.
The Registration Statement on Form F-3 has not been declared
effective by the SEC. The CVRs will be settled and the A ordinary
shares underlying the CVRs will be issued when the SEC declares the
Registration Statement on Form F-3 effective. The Company currently
expects the registration statement to become effective in the first
calendar quarter of 2021, although the timing of effectiveness is
uncertain.
As of December 11, 2020, the Company had approximately 185.3
million A ordinary shares and 21.7 million B ordinary shares issued
and outstanding. Following the completion of this share issuance
and registration associated with the CVRs and PIPE, there will be
approximately 357.2 million A ordinary shares and 21.7 million B
ordinary shares issued and outstanding, for a combined total of
378.9 million ordinary shares. As previously announced, the Company
intends to issue, pending Board approval, an additional 40 million
A ordinary shares in management plan equity awards, which would
bring the number of issued and outstanding A ordinary shares to
397.2 million, and the combined total ordinary shares to 418.9
million.
Investor Day Update
The Company will announce the date for its investor day event
once there is better visibility on the completion of the SEC’s
review of this Registration Statement.
A registration statement on Form F-3 relating to these
securities has been filed with the SEC but has not yet become
effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective.
This press release does not constitute an offer to sell or
the solicitation of offers to buy any securities, and shall not
constitute an offer, solicitation or sale of any security in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Eros STX Global Corporation:
Eros STX Global Corporation, (“ErosSTX”) (NYSE: ESGC) is a
global entertainment company that acquires, co-produces and
distributes films, digital content & music across multiple
formats such as theatrical, television and OTT digital media
streaming to consumers around the world. Eros International Plc
changed its name to Eros STX Global Corporation pursuant to the
July 2020 merger with STX Entertainment, merging two international
media and entertainment groups. The combination of one of the
largest Indian OTT players and premier studio with one of
Hollywood’s fastest-growing independent media companies has created
an entertainment powerhouse with a presence in over 150 countries.
ErosSTX delivers star-driven premium feature film and episodic
content across a multitude of platforms at the intersection of the
world's most dynamic and fastest-growing global markets, including
US, India, Middle East, Asia and China. The company also owns the
rapidly growing OTT platform Eros Now which has rights to over
12,000 films across Hindi and regional languages and had 211.5
million registered users and 36.2 million paying subscribers as of
September 30, 2020. For further information, please visit
ErosSTX.com.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS:
Information provided in this communication includes
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, and
such statements are subject to the safe harbors created thereby.
Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as “approximately,”
“anticipate,” “believe,” “estimate,” “continue,” “could,” “expect,”
“future,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “will” and similar expressions. Those
statements include, among other things, the discussions of the
Company’s business strategy and expectations concerning its and the
Company’s market position, future operations, margins,
profitability, liquidity and capital resources, tax assessment
orders and future capital expenditures. All such forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially from those that we are
expecting, including, without limitation: our ability to
successfully and cost-effectively source film content; the
Company’s ability to achieve the desired growth rate of Eros Now,
its digital over-the-top (“OTT”) entertainment service; our ability
to maintain or raise sufficient capital; delays, cost overruns,
cancellation or abandonment of the completion or release of the
Company’s films; our ability to predict the popularity of its
films, or changing consumer tastes; our ability to maintain
existing rights, and to acquire new rights, to film content; our
ability to successfully defend any future class action lawsuits we
are a party to in the U.S.; anonymous letters to regulators or
business associates or anonymous allegations on social media
regarding the Company’s business practices, accounting practices
and/or officers and directors; our ability to recoup the full
amount of box office revenues to which it is entitled due to
underreporting of box office receipts by theater operators; our
dependence on our relationships with theater operators and other
industry participants to exploit the Company’s film content; our
ability to mitigate risks relating to distribution and collection
in international markets; our ability to compete with other forms
of entertainment; our ability to combat piracy and to protect our
intellectual property; our ability to maintain an effective system
of internal control over financial reporting; contingent
liabilities that may materialize, our exposure to liabilities on
account of unfavorable judgments/decisions in relation to legal
proceedings involving the Company or its subsidiaries and certain
of its directors and officers; our ability to successfully respond
to technological changes; our ability to satisfy debt obligations,
fund working capital and pay dividends; the monetary and fiscal
policies of countries around the world, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates,
equity prices or other rates or prices; our ability to address the
risks associated with acquisition opportunities; risks that the
ongoing novel coronavirus pandemic and its spread, and related
public health measures, may have material adverse effects on our
business, financial position, results of operations and/or cash
flows; challenges, disruptions and costs of the Merger and related
transactions, integrating the Eros and STX businesses and achieving
anticipated synergies, and the risk that such synergies will take
longer to realize than expected or may not be realized in whole or
in part; the amount of any costs, fees, expenses, impairments and
charges related to the Merger and related transactions; uncertainty
as to the effects of the consummation of the Merger and related
transactions on the market price of our A Ordinary Shares and/or
the Company’s financial performance; and uncertainty as to the
long-term value of the Company’s ordinary shares.
The forward-looking statements contained in this communication
are based on historical performance and management’s current plans,
estimates and expectations in light of information currently
available and are subject to uncertainty and changes in
circumstances. There can be no assurance that future developments
affecting the Company will be those that it has anticipated. Actual
results may differ materially from these expectations due to
changes in global, regional or local political, economic, business,
competitive, market, regulatory and other factors, many of which
are beyond the Company’s control. Should one or more of these risks
or uncertainties materialize or should any of the Company’s
assumptions prove to be incorrect, the Company’s actual results may
vary in material respects from what the Company may have expressed
or implied by these forward-looking statements. The Company
cautions that you should not place undue reliance on any of its
forward-looking statements. Any forward-looking statement made by
the Company in this communication speaks only as of the date on
which the Company makes it. Factors or events that could cause the
Company’s actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them. The
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20201216006024/en/
Investor Contact: Drew Borst EVP, Investor Relations
& Business Development ErosSTX Global Corporation
drew@erosstx.com
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