This excerpt taken from the PRVT 8-K filed Oct 16, 2009.
PRIVATE MEDIA GROUP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE LEADING ONLINE DISTRIBUTION PLATFORM SUREFLIX TO ENHANCE GLOBAL DIGITAL DELIVERY POSITION
BARCELONA, Spain, October 14, 2009, Private Media Group (PMG), Inc. (NASDAQ GM: PRVT) announced today that it has signed a definitive agreement to acquire Sureflix Digital Distribution (Sureflix), the world leader in digital distribution of premium gay content and owners of maleflixxx.tv, splashshots.com, as well as its extensive international affiliate platform, in exchange for common stock of Private. The acquisition extends PMGs position as the leading global distributor of premium adult content and gives the company a leadership position in a key vertical market. This acquisition follows the January acquisition of Gamelink, a global leader in VOD, and adds a new market segment to PMGs enviable distribution channels in IPTV, Broadcast, Mobile, and DVD.
Commenting on the Companys decision to make this acquisition, Ilan Bunimovitz, Chief Executive Officer of Private explained: This acquisition is the next step in the ongoing expansion of our global digital media platform. It adds another dimension to our platform and broadens our market knowledge. In 2009 we entered the VOD and US markets through the acquisition of GameLink. We completed a joint venture with BlueBird Films, utilizing our distribution platform to bring their movies to market in multiple channels worldwide. With Sureflix, we are extending our platform and expertise into the gay market. We will continue to expand our reach by building solutions, partnering when necessary, and acquiring companies that enhance the value of our platform. Sureflix was an important deal, but it must be viewed in the context of an aggressive growth plan fueled by solidifying our position in emerging markets, completing accretive acquisitions that fill strategic gaps and growing our share in existing markets by aggregating premium content for our global network.
Speaking about the synergies between Sureflix and Private, Eric Jonson, President of Sureflix, said: It is hard to imagine a better fit across all aspects of a deal. Sureflix wanted stronger penetration into distribution channels that Private dominates. Private wanted a strong entry into our vertical and access to territories we have been developing for years. Sureflix wanted access to Privates core product with a broad ecommerce platform. The list of complementary attributes goes on and on. As part of Private, we will be able to offer producers the most developed distribution network in the industry and like Private, we occupy far more shelf space in our existing channels by delivering a broad catalog of premium content. This deal opens many revenue channels and allows us to deliver the distribution muscle of a storied international brand to our premium catalog.
The definitive acquisition agreement was signed on October 9, 2009 and the transaction is expected to close in November 2009. The acquisition agreement provides for the issuance of 3,900,000 unregistered shares, or 6% of total shares outstanding following issuance, of Private common stock to the owners of Sureflix and related companies upon completion of the acquisition, and up to an additional 2,100,000 shares of Private common stock based on earnout targets.
The combined pro-forma revenue of the two entities for the six months ending June 30, 2009 was USD 19.3 million compared to USD 16.0 million in revenue for the same period for Private alone, a 21% difference.