TouchTunes Corporation and Victory Acquisition Corp. Announce Definitive Merger Agreement
2009年3月24日 - 10:04PM
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TouchTunes Corporation (�TouchTunes�), one of the largest
out-of-home interactive entertainment networks in America, and
Victory Acquisition Corp. (�Victory�) (NYSE Amex: VRY), a specified
purpose acquisition company, today announced that they have signed
a definitive merger agreement.
Pursuant to the agreement, Victory will acquire TouchTunes for
33 million shares of Victory stock. Victory also will assume up to
approximately $40 million in net debt. TouchTunes stockholders will
also be eligible to receive up to an additional 9.5 million shares
based on the achievement of certain future EBITDA targets over the
next five years.
The combined company will operate as TouchTunes and is expected
to trade publicly on the NASDAQ Stock Market or another national
stock exchange. Its corporate headquarters will remain in New York
and its main Canadian offices will continue to be based in
Montreal.
TouchTunes provides innovative solutions to more than 38,000
bars, restaurants, retailers and other businesses in North America.
Its TouchTunes digital jukeboxes are an industry leader and play
more than 700 million songs annually�second only to Apple�s iTunes
in providing digital music. Its newly introduced Barfly interactive
television entertainment network is designed to allow advertisers
to capture the coveted 21-34 year old demographic with its
innovative screen-within-a-screen system. TouchTunes� PlayPorTT
portable broadband entertainment systems have initially targeted
national restaurant chains for its family-friendly series of over
50 proprietary video and electronic games. TouchTunes expects to
have 1,500 PlayPorTT units deployed by the end of the second
quarter of 2009.
�We are excited about the merger with Victory because it will
allow us to access significant equity capital to leverage our
existing installed customer base, and rapidly roll-out the Barfly
and PlayPorTT product initiatives,� said William Meder, TouchTunes
Chairman and Chief Executive Officer. �Our 38,000 locations
generate over three billion consumer visits annually providing
advertisers with exceptional opportunities to interact with
consumers,� said Meder.
�We believe that Victory�s capital will allow TouchTunes to
accelerate the EBITDA growth that TouchTunes has already
experienced in its existing jukebox business,� said Eric Watson,
Chairman of Victory. �With up to $310 million in equity capital at
closing, TouchTunes should be able to expand its market presence
and accelerate its already significant technology lead and
distribution channel advantage,� said Watson.
�TouchTunes� opportunity to take Barfly and PlayPorTT from their
initial pilot success and deploy them into TouchTunes� existing
38,000 location base and beyond makes the marriage with Victory�s
capital an outstanding investment proposition for our loyal
shareholders,� said Jonathan J. Ledecky, President of Victory. �Our
due diligence revealed several major national brands that are
interested in advertising on the Barfly platform if it can scale to
capture the customer visit traffic generated by an accelerated
national roll-out schedule,� said Ledecky.
The proposed transaction is subject to Victory receiving
stockholder approval of the transaction and customary closing
conditions. It is anticipated that Victory will mail a final merger
proxy statement on or about April 13, 2009 with a stockholder vote
and closing to occur by April 24, 2009.
A copy of the preliminary merger proxy statement, along with a
copy of the merger agreement and an informational slide show has
been filed today with the Securities and Exchange Commission. A
copy of these filings can be found on the SEC website and may also
be found on Victory Acquisition Corp�s website at
www.victoryacq.com.
About TouchTunes Corporation
TouchTunes Corporation is one of the largest out-of-home
interactive digital entertainment networks, providing innovative
solutions to more than 38,000 bars, restaurants, retailers and
other businesses in North America. TouchTunes introduced the
world�s first digital downloading, pay-per-play commercial jukebox
in 1998 and now plays approximately 700 million songs annually.
TouchTunes also recently began to offer Barfly, a proprietary
interactive television network consisting of a screen within a
television screen designed to provide unique content, programming
and social networking opportunities within its technologically
advanced digital system. PlayPorTT is a portable broadband
entertainment system with over 50 proprietary video and electronic
games utilized to enhance the in-restaurant dining experience.
TouchTunes is currently a privately held U.S. corporation with
offices in New York City, Lake Zurich, Illinois and Montreal,
Quebec, Canada. For further information on TouchTunes, please visit
www.touchtunes.com.
About Victory Acquisition Corp.
Victory Acquisition Corp. (NYSE Amex: VRY, VRY.WT, VRY.U) is a
specified purpose acquisition company (�SPAC�) formed by veteran
investors and entrepreneurs Jonathan Ledecky and Eric Watson for
the purpose of effecting a merger, capital stock exchange, asset
acquisition or similar business combination with an entity that has
an operating business. Victory raised $330 million in an initial
public offering in April 2007. Victory has 33 million shares
outstanding along with 38 million warrants convertible into shares
at an exercise price of $7.50. It currently has approximately $330
million in equity capital equal to approximately $10.00 per share.
For further information on Victory Acquisition Corp. please go to
www.victoryacq.com.
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