Flynt's company acquiring New Frontier
New Frontier Media and LFP Broadcasting LLC announced Monday they have signed a definitive agreement in which LFP Inc. will pay about $33 million to acquire New Frontier Media (Nasdaq: NOOF). The acquisition is expected to close by the end of the year.
LFP Broadcasting is an affiliate of LFP Inc., which was founded by Flynt, best known as the founder of Hustler magazine. LFP markets the Hustler properties, including Hustler TV, and is based in Beverly Hills, California.
New Frontier Media distributes adult content to satellite and cable television companies which then broadcast it to consumers via video-on-demand or pay-per-view. New Frontier Media also produces adult and mainstream films.
"The acquisition of New Frontier Media fits perfectly with our strategic plan for the growth of our company," LFP president Michael H. Klein said in a press release. "The addition of these assets to our portfolio strengthens us significantly moving forward."
The deal "represents a defining moment for New Frontier Media and LFP Broadcasting," New Frontier chairman Alan L. Isaacman wrote in an email to employees. The future combined company will benefit from greater financial stability, scale and opportunity to invest, he wrote.
"The employees of New Frontier Media and LFP Broadcasting have many reasons to feel very good about our future," Isaacman wrote.
"Please be assured that no changes are planned to our compensation and benefits due to the transaction," he said.
Isaacman's letter did not address whether New Frontier Media will remain in Boulder, but said the companies are "committed to ensuring stability, continuity and consistency for our employees and customers as we integrate our two companies."
New Frontier Media's board of directors voted unanimously to recommend shareholders tender their shares.
"This announcement represents a very positive outcome for our shareholders, who will receive complete liquidity for their shares at a very significant premium. We also believe that this transaction with LFP Broadcasting creates a great opportunity for our organization, cable television partners and customers as two of the premier adult media broadcasting companies join forces," the directors said in the press release.
LFP will pay $2.02 per common share of New Frontier Media, which is a 79 percent premium over the stock's price on March 8. That day is significant because it is when Longkloof Ltd., a holding company based in Europe, launched a hostile takeover bid. Longkloof owns 15.9 percent of New Frontier Media and was offering $1.75 per share.
Manwin Holding S.ar.l, which is headquartered in Luxembourg, launched a second takeover bid and offered $1.50 per share of outstanding common stock. Manwin manages Playboy's online and television content, and its online properties include YouPorn.com.
New Frontier Media shareholders also could receive additional contingent cash payments, not to exceed 6 cents per common share, tied to the extent to which New Frontier Media's available cash balance at the closing of the tender offer, less unpaid transaction expenses, exceeds $11,514,000, the release said.
As a result of the transaction, New Frontier Media's common stock would no longer be publicly-owned or traded on the Nasdaq market, according to the release.
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