Redbox Stockholders Approve Merger With Chicken Soup for the Soul Entertainment, Inc.
August 09 2022 - 05:40PM
Business Wire
Redbox Entertainment Inc. (NASDAQ: RDBX) (“Redbox” or the
“Company”) announced today that Redbox stockholders approved the
merger proposal in connection with the previously announced merger
with Chicken Soup for the Soul Entertainment Inc. (NASDAQ: CSSE)
(“CSSE”).
At the Special Meeting of Redbox stockholders held today, A
total of 40,837,113 shares of common stock of Redbox, representing
approximately 87.9% of the outstanding shares of Redbox common
stock entitled to vote at the special meeting, were present in
person or by proxy, and 39,503,634 of the votes cast were voted in
favor of the Redbox merger proposal, which votes represented
approximately 85.04% of the outstanding shares of Redbox common
stock entitled to vote at the special meeting.
About Redbox
Redbox is an established brand and leading provider in the home
entertainment market in the United States. Redbox is focused on
providing its customers with the best value in entertainment and
the most choice in how they consume it, through physical media
and/or digital services. Redbox is undergoing a significant
business expansion and digital transformation. Redbox has
transitioned from a pure-play DVD rental company to a multi-faceted
entertainment company that provides tremendous value and choice by
offering DVD rentals as well as multiple digital products across a
variety of content windows including transactional (TVOD),
ad-supported (AVOD/FLTV) and being a distributor of original
feature films with a growing library of content. Redbox currently
conducts its business through two operating segments: (1) Legacy
Business and (2) Digital Business. For its Legacy Business, Redbox
operates a nationwide network of approximately 38,000 self-service
kiosks where consumers can rent or purchase new-release DVDs and
Blu-ray Discs (“movies”). Redbox also generates service revenue by
providing installation, merchandising and break-fix services to
other kiosk businesses. Finally, Redbox acquires, and distributes
movies exclusively through its film distribution label, Redbox
Entertainment, LLC, acquiring rights to talent-led films that are
distributed across Redbox platforms as well as through third party
digital services. For its Digital Business, Redbox provides both
transactional and ad-supported digital streaming services, which
include 1) Redbox On Demand, a transactional service which provides
digital rental or purchase of new release and catalog movies and TV
content, 2) Redbox Free On Demand (AVOD), an ad-supported service
providing free movies and TV shows on demand, and 3) Redbox Free
Live TV (FLTV), a free, ad-supported television service giving
access to over 130 linear channels. Redbox also sells third-party
display advertising via its mobile app, website, and e-mails, as
well as display and video advertising at the kiosk. For addition
information please visit https://investors.redbox.com/.
Forward Looking Statements
This communication relates to a proposed business combination
transaction between Chicken Soup for the Soul Entertainment, Inc.
and Redbox Entertainment Inc. This communication contains
“forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements address a variety of
subjects, including, for example, projections as to the anticipated
benefits of the proposed transaction, the anticipated impact of the
proposed transaction on the combined organization’s business and
future financial and operating results, the expected amount and
timing of synergies from the proposed transaction, and the
anticipated closing date for the proposed transaction. Statements
that are not historical facts, including statements about CSSE’s
and Redbox’s beliefs, plans and expectations, are forward-looking
statements. Such statements are based on CSSE’s and Redbox’s
current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ
materially from those described in the forward-looking statements.
Forward-looking statements often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” "will," “estimate,”
“would,” “target” and similar expressions, as well as variations or
negatives of these words. The following important factors and
uncertainties, among others, could cause actual results to differ
materially from those described in these forward-looking
statements: the uncertainty as to the extent of the duration, scope
and impacts of the COVID-19 pandemic; political and economic
uncertainty, including any faltering in global economic conditions
or the stability of credit and financial markets, erosion of
consumer confidence and declines in customer spending;
unavailability of raw materials, services, supplies or
manufacturing capacity; changes in geographic scope or product or
customer mix; changes in export classifications, import and export
regulations or duties and tariffs; changes in CSSE’s or Redbox’s
estimates of their expected tax rate based on current tax law;
CSSEs ability to successfully integrate Redbox’s businesses and
technologies; the risk that the expected benefits and synergies of
the proposed transaction and growth prospects of the combined
company may not be fully achieved in a timely manner, or at all;
adverse results in litigation matters, including the potential for
litigation related to the proposed transaction; the risk that CSSE
or Redbox will be unable to retain and hire key personnel; the risk
associated with CSSE’s and Redbox’s ability to obtain the approvals
of their respective shareholders required to consummate the
proposed transaction and the timing of the closing of the proposed
transaction, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all or the
failure of the transaction to close for any other reason or to
close on the anticipated terms, including the anticipated tax
treatment; the risk that any regulatory approval, consent or
authorization that may be required for the proposed transaction is
not obtained or is obtained subject to conditions that are not
anticipated; unanticipated difficulties or expenditures relating to
the transaction, the response of business partners and retention as
a result of the announcement and pendency of the transaction;
uncertainty as to the long-term value of CSSE’s common stock; and
the diversion of management time on transaction-related matters.
These risks, as well as other risks related to the proposed
transaction, are included in the registration statement on Form S-4
and proxy statement/information statement/prospectus that are filed
with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction.
While the list of factors presented here is, and the list of
factors presented in the registration statement on Form S-4 are,
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties. For
additional information about other factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to CSSE’s and Redbox’s
respective periodic reports and other filings with the SEC,
including the risk factors contained in CSSE’s and Redbox’s most
recent Quarterly Reports on Form 10-Q and Annual Reports on Form
10-K. Forward-looking statements represent management’s current
expectations and are inherently uncertain and are made only as of
the date hereof. Except as required by law, neither CSSE nor Redbox
undertakes or assumes any obligation to update any forward-looking
statements, whether as a result of new information or to reflect
subsequent events or circumstances or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20220809006092/en/
Redbox Investor Relations & Media Contact Zaia
Lawandow zaia.lawandow@redbox.com
Redbox Entertainment (NASDAQ:RDBX)
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