iMedia Closes $93 Million Acquisition of 123tv
November 10 2021 - 7:00AM
iMedia Brands, Inc. (the “Company” or “IMBI”) (NASDAQ: IMBI)
announced that it has closed on its acquisition of 123tv for an
enterprise value of $93 million, effective November 5, 2021. IMBI
previously announced the signing of the purchase agreement to
acquire 123tv on September 22, 2021.
123tv is the leading interactive media company
disrupting Germany’s television retailing marketplace with its
expertise in proprietary, Dutch auction style live and automated
auctions that emotionally engages consumers with 123tv’s balanced
merchandising mix of compelling products shipped directly to their
homes. 123tv reaches consumers via its television network available
in 40+ million German and Austrian television households 24 hours a
day, 365 days a year and via its online, mobile and over-the-top
(“OTT”) digital platforms.
The total purchase price of $93 million included
a cash payment of approximately $72 million made at closing and a
$21 million note issued by the seller. The terms of the purchase
also include an earn-out potential to the sellers for up to an
additional $50 million over three years based upon achievement of
certain target revenues.
IMBI’s transaction rationale focuses on 123tv
continuing its disruption of TV retailing in Western Europe while
exploring how 123tv’s platform and its automated auction expertise
and technology can disrupt digital shopping marketplaces in the
United States, particularly in the digital travel and ticketing
shopping marketplaces. IMBI plans to use its national TV networks
to promote these 123tv digital disruption businesses, which will
also generate first-party shopping data to drive growth in IMBI’s
digital advertising platform, recently acquired as part of IMBI’s
acquisition of Synacor’s advertising and portal business segment on
July 30, 2021.
Increased 2021 Outlook
The Company reiterates its previously provided
Q3 guidance that it anticipates reporting at least $9 million of
adjusted EBITDA and approximately $127 million in revenue, which is
approximately 17% growth in revenue compared to the same prior year
period. In addition, for Q3, the Company anticipates reporting
approximately $4 million in one-time financing, transition and
transaction costs related to its 123tv acquisition, its $80 million
bond offering, its Synacor advertising and portal business segment
acquisition and its Christopher & Banks acquisition.
With the 123tv acquisition, the Company has
increased its previously provided 2021 full-year revenue guidance
to approximately $540 million, which is approximately 19% growth in
revenue compared to 2020 full-year revenue.
About iMedia Brands, Inc.
iMedia Brands, Inc. (Nasdaq: IMBI) is a leading
interactive media company capitalizing on the convergence of
entertainment, ecommerce, and advertising. The Company owns a
growing, global portfolio of Entertainment, Consumer Brands and
Media Commerce Services businesses that cross promote and exchange
data with each other to optimize the engagement experiences it
creates for advertisers and consumers.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
This document may contain certain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding our future operations, future business opportunities, the
ability to disrupt the digital shopping, travel and ticketing
marketplaces and the acquisition of 123tv Group. Any statements
contained herein that are not statements of historical fact,
including statements regarding the expected impact of COVID-19 on
television retailing are forward-looking. The Company often use
words such as anticipates, believes, estimates, expects, intends,
seeks, predicts, hopes, should, plans, will and similar expressions
to identify forward-looking statements. These statements are based
on management's current expectations and accordingly are subject to
uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein due to various
important factors, including (but not limited to): variability in
consumer preferences, shopping behaviors, spending and debt levels;
the general economic and credit environment, including COVID-19;
interest rates; seasonal variations in consumer purchasing
activities; the ability to achieve the most effective product
category mixes to maximize sales and margin objectives; competitive
pressures on sales and sales promotions; pricing and gross sales
margins; the level of cable and satellite distribution for the
Company’s programming and the associated fees or estimated cost
savings from contract renegotiations; the Company’s ability to
establish and maintain acceptable commercial terms with third-party
vendors and other third parties with whom the Company has
contractual relationships, and to successfully manage key vendor
and shipping relationships and develop key partnerships and
proprietary and exclusive brands; the ability to manage operating
expenses successfully and the Company’s working capital levels; the
ability to remain compliant with the Company’s credit facilities
covenants; customer acceptance of the Company’s branding strategy
and its repositioning as a video commerce Company; the ability to
respond to changes in consumer shopping patterns and preferences,
and changes in technology and consumer viewing patterns; changes to
the Company’s management and information systems infrastructure;
challenges to the Company’s data and information security; changes
in governmental or regulatory requirements; including without
limitation, regulations of the Federal Communications Commission
and Federal Trade Commission, and adverse outcomes from regulatory
proceedings; litigation or governmental proceedings affecting the
Company’s operations; significant events (including disasters,
weather events or events attracting significant television
coverage) that either cause an interruption of television coverage
or that divert viewership from its programming; disruptions in the
Company’s distribution of its network broadcast to customers; the
Company’s ability to protect its intellectual property rights; our
ability to obtain and retain key executives and employees; the
Company’s ability to attract new customers and retain existing
customers; changes in shipping costs; expenses related to the
actions of activist or hostile shareholders; the Company’s ability
to offer new or innovative products and customer acceptance of the
same; changes in customer viewing habits of television programming;
and the risks identified under Item 1A (Risk Factors) in the
Company’s most recently filed Form 10-K and any additional risk
factors identified in its periodic reports since the date of such
Form 10-K. More detailed information about those factors is set
forth in the Company’s filings with the Securities and Exchange
Commission, including its annual report on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K. Investors
are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.
the Company’s is under no obligation (and expressly disclaim any
such obligation) to update or alter its forward-looking statements
whether as a result of new information, future events or
otherwise.
Contacts:
Investors:Gateway Investor
RelationsCody SlachIMBI@gatewayir.com(949) 574-3860
Media:press@imediabrands.com(800) 938-9707
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