Tix Corporation Receives Proposal From Mitch Francis
June 05 2012 - 8:00AM
Marketwired
Tix Corporation (the "Company") (OTCQX: TIXC) (PINKSHEETS: TIXC), a
leading entertainment company providing discount ticketing services
and branded event merchandising, today announced that its Board of
Directors has received a proposed transaction from Mitch Francis,
the Company's Chairman of the Board, President and Chief Executive
Officer, to acquire all of the outstanding shares of common stock
of the Company not already owned by Mr. Francis for $2.25 per share
in cash. In addition, the proposed transaction provides that
certain officers and directors, members of Mr. Francis' family and
other related parties may be offered the opportunity to exchange
their shares in the Company for shares in a newly formed
acquisition vehicle in lieu of receiving cash. The proposed
transaction is subject to a number of substantial conditions,
including, among other things, (i) obtaining financing for the
proposed transaction on satisfactory terms and (ii) the negotiation
and execution of a definitive merger agreement on mutually
acceptable terms. Mr. Francis is being assisted by Foros Securities
LLC as his financial advisor in connection with the proposed
transaction.
In response to the proposed transaction, the Board of Directors
has unanimously approved the formation of a Special Committee
consisting of two directors, Sam Georges and Mark Stolper, to act
on behalf of the Company with respect to the proposed transaction
and to analyze other strategic alternatives. The Special Committee
is authorized to retain independent financial and legal
advisors.
The Company cautions its stockholders, and others considering
trading in the Company's securities, as follows: the Board of
Directors has just received Mr. Francis' proposed transaction; the
process of considering the proposed transaction and other strategic
alternatives is only in its beginning stages; no decisions
whatsoever have been made by the Special Committee in respect of
the Company's response, if any, to the proposed transaction; the
Special Committee will proceed in a timely and orderly manner to
consider the proposed transaction and its implications; and there
can be no assurance that the proposed transaction or any other
transaction will be approved or completed.
About TIX Corporation
Tix Corporation (OTCQX: TIXC) is an entertainment company
providing discount ticketing services and event and branded
merchandising. It currently operates ten discount ticket stores in
Las Vegas under the Tix4Tonight marquee, which offer up to a 50
percent discount for same-day shows, concerts, attractions and
sporting events, as well as discount reservations for dining. The
Company is also engaged in branded merchandise development and
sales activities related to museum exhibitions and other events,
including the King Tutankhamun, Cleopatra and Real Pirates tours as
well as selling themed souvenir memorabilia and collectors' items
in specialty stores in conjunction with the specific events and
venues.
Safe Harbor Statement
Except for the historical information contained herein, certain
matters discussed in this press release are forward-looking
statements which involve risks and uncertainties. These
forward-looking statements are based on expectations and
assumptions as of the date of this press release and are subject to
numerous risks and uncertainties which could cause actual results
to differ materially from those described in the forward-looking
statements. These risks and uncertainties are discussed in the
Company's various historical filings with the Securities and
Exchange Commission and, since November 2010, the Company's filings
with the OTCQX. The Company assumes no obligation to update these
forward-looking statements. A copy of the Company's report for the
twelve months ended December 31, 2011 can be found on the Company
website at www.tixcorp.com or at www.otcqx.com.
Contact: Steve Handy CFO 818-761-1002
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