- Filing of certain prospectuses and communications in connection with business combination transactions (425)
January 26 2009 - 5:23PM
Edgar (US Regulatory)
Filed by
Here Media Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Subject Company: PlanetOut Inc.
Registration Statement No. 333-156726
Slides
Referred to During a January 26, 2009 Conference Call
PlanetOut
heres
HERE MEDIA
The 21st Century Entertainment Company
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Safe Harbor Disclosure
Forward-looking Statements
This presentation contains forward-looking statements, including statements regarding the proposed
business combination and potential synergies resulting therefrom. Such statements typically contain
words such as believes, anticipates, expects, and similar words. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance
or
achievements of the cpmpanies to differ materially from any future
results, performance or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the timing 9f stockholder approval; the limited operating history
and variability of operating results of the parties to the transaction; competition; timing of
product launches; success of marketing efforts; and dependence on technology infrastructure, cable
and satellite operators, and the Internet. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date on which they are made.
Here Media does not undertake to update forward-looking statements to reflect the impact of
circumstances or events that arise after the date the forward-looking statements are made.
Additional Information About the Proposed Business Combination
In connection with the proposed business combination, Here Media has filed a Registration Statement
on Form S-4 with the SEC that includes a preliminary proxy statement of PlanetOut that also
constitutes a prospectus of Here Media. PlanetOut will mail the definitive proxy
statement/prospectus to its stockholders. PlanetOut and Here Media urge investors and security
holders to read the definitive proxy statement/prospectus regarding the proposed business
combination when it becomes available because it will contain important information. You may obtain
copies or all documents filed with the SEC regarding the proposed business combination, free of
charge, at the SECs website (wvwv.sec.gov). You may also obtain these documents, free of charge,
from PlanetOuts website (www.planetoutinc.com) under the tab Investor Center and then under the
item SEC Filings.
Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of
Here Media. The offer and sale of such shares in the transaction will only be made pursuant to an
effective registration statement.
Proxy Solicitatipn
PlanetOut and its directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from PlanetOuts stockholders with respect to the
proposed transaction. Information regarding PlanetOut and its directors and executive officers is
included in its annual report on Form 10-K filed with the SEC on March II, 2008 and in other public
filings made from time to time wjth the SEC, which are available on the SECs website. More
detailed information regarding the identity of potential participants and their direct or indirect
interests in the transaction, by securities holdings or otherwise, is set forth in the registration
statement and proxy statement/prospectus and other documents filed or to be filed with the SEC in
connection with the proposed transaction.
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Transaction Objectives
An integrated media company in a rapidly evolving multi platform world,
New and diverse revenue streams,
Cost reductions.
Cross promotional synergies.
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WHATS wrong with media today?
MTVratings are down about 24% in the 4th quarter as
younger viewers find online entertainment substitutes.
Streaming video sites like hulu.com and Netflix Inc. s
website offer a growing number of TV shows and movies
and are gaining popularity as more consumers turn to their
computers to watch TV.
-Anthony J. DiClemente (Barclays Capital analyst), as
quoted in the Associated Press
Viewing patterns are shifting away from traditional ad-supported TV,
Need to significantly reduce production costs and adapt content for online distribution.
Social networks have not yet harnessed the power of integrating professionally produced video
content to enhance user experiences.
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Where is media going?
CNN had the Web 2.0 approach down pat for the inaugural with a high-quality vid stream on
its site next to Facebook users live status updates.
(Daily Variety, Jan 2009)
Online advertising is experiencing slower growth. David Hallerman, a senior analyst at
eMarketer.com, expects video ad revenue to grow 45% to $850 million in 2009, $1.25 billion in 2010,
$1.85 billion in 2011, $3 billion in 2012, and $4.6 billion in 2013.
User generated sites are ceding advertising market share to sites with studio-produced content.
These drive the growth.
Social networking should engage viewers directly and with one another via chat rooms, building
awareness and demand for paid content and online subscriptions through use of video.
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Solution The Gay Hulu
Proposed Features
Home Page Video Player Pages Video Channel Pages User Pages
S.CONTForward Videos to Friends
- spreads content while encouraging
people to meet each other by forward
ing to gay.com friends
- spreads gay.com name by forward
ing to non-gay.com friends
Movie Chat Rooms
- encourages user interaction
-movie acts as an icebreaker for
discussion
-sense of community
Become fan of a video
-adds content to a users page
-promotes the video without
opening the door to documented
criticism of it
Video Integrated to User Pages
- becoming a fan puts a video on a
user page
-viewing a video shows up on a
recent list
Video Specific Sponsorship
- allows sponsors to target specifc
programming
-frees ad space from cluttering site
* Preliminary design pending significant further evaluation
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Company Overview
Online
Publishing
Cable Networks
Entertainment
S.CONT*Over 3 million»:* Flagship LGBT* here! TV available
tj(
Manaaements 15-
monthly unique magazines including in over 34 million ivstorv of
visitors. The Advocate, OUT domestic television rrpatinn
rn&
*iconic URLs in and HIV Plus. households. effete pmfltable,
LGBT space> Annual circulation> Carriage on all and award winning
including gay.com, of over 5 million major cable video content for all
out.com and enables 360 systems, satellite platforms will be
advocate.com advertising via and fiber-optic applied to building
create foundation print, on-line, video television studio operations
for the Gay Hulu. and events. operators; on-line for Here Media.
player available
produced
Qver
worldwide
hours of original
programming during 2007-2008. Planning over 150 hours in 2009.
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Here Networks
hereO offers LGBT-themed original movies, series, documentaries and music specials.
Linear television channel and subscription video-on-demand (SVOD) services.
Available in 34 million U.S. television households via all major cable systems, satellite,
fiber-optic television, DTH and worldwide broadband,
TIME WARNER
fcomcast.
at&t
Me a i acorn
I ROGERS
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Filmed Entertainment
Management has produced over 150 hours of movies, series, and specials in 2007-2008. Highly
profitable reliable revenue model to be integrated into Here Medias operations. Generation of
revenues for reinvestment in other Here Media divisions.
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Distribution
Worldwide distribution over 125 U.S. and international customers.
Traditional licensing by territory.
On-line broadband player available in U.S.; Launching worldwide,
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Case Study: Too Cool for Christmas
Minimal financial risk with solid upside
S.CONTProduction Budget ($1,530,000)
Canadian Sales & Subsidies $1,000,000
H Net Production Cost $530,000
here! License $200,000
Lifetime License $400,000
Other Revenues $730,000
1 Gross Profits $800,000
Dual Versions
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Regent Entertainment Media Print and Online
ADVOCATEC
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the Compelling Gay Market
$690 billion plus U.S. spending power.
(
Witeck-Combs Communications}
15 million people in the U.S.
(
Witeck-Combs Communications)
Highly educated and affluent,
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Management
Stephen P. Jarchow
Chairman of the Board
Paul Colichman
Chief Executive Officer
25 years in media and finance 20 years in media management
Produced and/or distributed over 200 motion pictures.
Entrepreneurial, sophisticated and experienced managers,
$1 salary for the first year; focused on value creation.
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The Transaction
PlanetOut Shareholders
HMI Entities Shareholders
Here Media
PlanetOut
HMI Entities
HMI Entities include Here Networks and Regent Entertainment Media
(formerly LPI Publications).
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The Transaction
The owners of HMI Entities and PlanetOut will contribute their ownership interests to Here Media in
exchange for Here Media common stock. HMI Entities will also contribute cash of $4.7 million.
PlanetOut shareholders will own 20% of Here Media.
PlanetOuts shareholders will receive Special Stock in Here Media, which provides certain limited
downside protection of $4.00 per share value.
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Immediate Objectives
Stabilize operations and integrate the online platforms.
Significant cost reductions through operational efficiencies and elimination of duplicate
overheads.
Investment in revenue generating initiatives.
Cross-sell professionally produced content across multiple platforms,
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Further Objectives
Profitable company serving the gay demo worldwide,
List stock on major exchange.
Keen focus on profitability and stability in the near term,
Consideration of opportunistic acquisition possibilities.
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The 21
st
Century Entertainment Company
Revenue from subscriptions, transactions, and advertising across multiple platforms powerful and
scalable.
Content is key management has experience to produce content professionally and cost effectively.
This is the future
-
now.
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