Medialink Worldwide Announces Signing of Merger Agreement
2009年7月2日 - 5:37AM
PRニュース・ワイアー (英語)
NEW YORK, July 1 /PRNewswire-FirstCall/ -- Medialink Worldwide
Incorporated (NASDAQ:MDLK), a leading provider of diversified media
services for professional communicators and marketers, today
announced that, pursuant to the unanimous approval of its board of
directors, it has entered into a definitive Agreement and Plan of
Merger with The NewsMarket, Inc. Pursuant to the Merger Agreement,
The NewsMarket, through a newly-formed wholly-owned subsidiary,
will acquire all of the outstanding shares of Medialink's common
stock at a price of $0.20 per share in cash. The price to be paid
by The NewsMarket is consistent with the last trading price of
Medialink's common stock on June 30, 2009, and represents a premium
of 100% from the last trading price of Medialink's common stock on
May 27, 2009, the date the parties signed a non-binding letter of
intent, and a premium of approximately 82% from the book value at
March 31, 2009, the date of Medialink's most recently reported
financial statements. The Merger Agreement is subject to the
approval of Medialink's shareholders at a Special Meeting of
shareholders to be held in August 2009. "The merger with The
NewsMarket, a pacesetter in providing digital media services on a
global basis, has the full support of Medialink's board and
executive officers," said Laurence Moskowitz, Chief Executive
Officer of Medialink. "It provides our shareholders with
market-based value in cash in the face of headwinds from the
worldwide economy, the media communications industry in general and
Medialink's own ongoing financial challenges. This transaction is
the best opportunity for our shareholders to realize value for
their investment as it would eliminate the significant costs of
being a small public company, and create synergies that address
substantial obstacles we would otherwise face in attaining
profitability. "The merger provides our clients with continuity of
the stellar service they have come to expect from Medialink over
more than two decades," Moskowitz continued. "The same
professionals who have produced award-winning results for our
clients in the past will continue to do so, but they now will be
armed with the additional suite of exciting on-line services that
The NewsMarket provides to its own host of world-class clients.
"Medialink's long tradition of achieving our clients' media
communications objectives will continue and will be enhanced by the
expanded breadth of services and the stronger financial condition
resulting from this transaction," Moskowitz concluded. "We believe
clients of both companies will be able to realize unique new levels
of success as the companies merge their respective talents and
resources." In connection with signing the Merger Agreement,
Medialink entered into Separation Agreements with each of its three
executive officers. The Separation Agreements, which were effective
upon signing of the Merger Agreement and which will be null and
void if the transaction is not consummated by December 31, 2009,
modified the terms of the executive officers' employment agreements
to, among other things, substantially reduce the change-in-control
payments to be paid to each executive officer upon consummation of
the Merger. Medialink also entered into an amendment to a
separation agreement with a former executive officer pursuant to
which no additional amounts will be paid to such individual. This
announcement is not a recommendation, an offer to purchase, or a
solicitation of an offer to sell shares of Medialink. Medialink
will file a preliminary proxy statement with the Securities and
Exchange Commission and upon completion of the Commission's review
a final proxy statement will be filed with the Commission and
mailed to shareholders for their vote at a special meeting to be
held in August 2009. About Medialink: Medialink is a global leader
in providing unique news and marketing media strategies and
solutions that enable corporations and organizations to inform and
educate their target audiences with maximum impact on television,
radio and the Internet. The Company offers creative services and
multimedia distribution programs including video and audio news and
short-form programming. Based in New York, Medialink has offices in
major cities throughout the United States. For additional investor
and financial information, please visit the Investor Relations
section of the Company's Web site (http://www.medialink.com/).
About The NewsMarket: The NewsMarket is the leading platform used
by global brands, governments and NGOs to communicate with all
their key audiences using video. The NewsMarket combines
award-winning, proprietary technology with a unique, strategic
approach to support the marketing programs of the world's leading
brands. The company's media site (http://www.thenewsmarket.com/) is
used by more than 25,000 media outlets in 190 countries to view and
order free news video. Headquartered in New York, the company also
has offices in London, Ahmedabad, Mumbai, Beijing and San
Francisco. With the exception of the historical information
contained in the release, the matters described herein contain
certain "forward-looking statements" that are made pursuant to the
Safe Harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements in this release are not
promises or guarantees and are subject to risks and uncertainties
that could cause our actual results to differ materially from those
anticipated. These statements are based on management's current
expectations and are naturally subject to uncertainty and changes
in circumstances. We caution you not to place undue reliance upon
any such forward-looking statements, which speak only as of the
date made. Actual results may vary materially from those expressed
or implied by the statements herein. Such statements may relate,
among other things, to our ability to respond to economic changes
and improve operational efficiency, the benefits of our products to
be realized by our customers, or our plans, objectives, and
expected financial and operating results. Forward-looking
statements may also include, without limitation, any statement
relating to future events, conditions or circumstances or using
words such as: will, believe, anticipate, expect, could, may,
estimate, project, plan, predict, intend or similar expressions
that involve risk or uncertainty. These risks and uncertainties
include, among other things, our recent history of losses; our
ability to achieve profitability; our ability to obtain financing
or other capital; our ability to remain a going concern and remain
in operation; the financial stability of our clients; potential
regulatory action; worldwide economic weakness; geopolitical
conditions and continued threats of terrorism; effectiveness of our
cost reduction programs; the receptiveness of the media to our
services; changes in our marketplace that could limit or reduce the
perceived value of our services to our clients; our ability to
develop new services and market acceptance of such services, such
as Mediaseed(R); the volume and importance of breaking news, which
can have the effect of crowding out the content we produce and
deliver to broadcast outlets on behalf of our clients; our ability
to develop new products and services that keep pace with
technology; our ability to develop and maintain successful
relationships with critical vendors; future acquisitions or
divestitures, which may adversely affect our operations and
financial results; the absence of long term contracts with
customers and vendors; and increased competition, which may have an
adverse effect on pricing, revenues, gross margins and our customer
base. More detailed information about these risk factors is set
forth in filings by Medialink Worldwide Incorporated with the
Securities and Exchange Commission, including the Company's
registration statement, most recent quarterly report on Form 10-Q,
most recent annual report on Form 10-K and other publicly available
information regarding the Company. Medialink Worldwide Incorporated
is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
DATASOURCE: Medialink Worldwide Incorporated CONTACT: Kenneth
Torosian, Chief Financial Officer of Medialink Worldwide
Incorporated, +1-212-682-8300, ; or Jordan M. Darrow, Investor
Relations, of Darrow Associates, Inc. for Medialink Worldwide
Incorporated, +1-631-367-1866, Web Site: http://www.medialink.com/
Copyright