Breaking News: New Frontier Media To Be Acquired By LFP Broadcasting
 

BOULDER, COLO. AND LOS ANGELES, OCT. 15, 2012 -- New Frontier Media, Inc. (NasdaqGS: NOOF), a leading provider of transactional television services and distributor of general motion picture entertainment, today announced that the Company has signed a definitive agreement to be acquired by LFP Broadcasting, LLC, an affiliate of L.F.P., Inc., the company founded and headed up by Larry Flynt, for $2.02 per common share in cash up front, or approximately $33 million, plus a contingent cash payment right for each common share. The acquisition price represents approximately a 79% premium to New Frontier Media's closing stock price on March 8, 2012, the day before New Frontier Media received a publicly-announced unsolicited acquisition proposal. The acquisition is expected to close during the fourth quarter of 2012.

The announcement follows a comprehensive review of strategic alternatives to maximize shareholder value undertaken by the special committee of independent members of New Frontier Media's Board of Directors. Earlier this year, after receiving unsolicited expressions of interest, New Frontier Media formed a special committee and retained financial and legal advisors to evaluate strategic and financial alternatives. After a thorough assessment, the special committee unanimously recommended and the Board of Directors unanimously approved the agreement. The Board of Directors unanimously recommends that New Frontier Media's shareholders tender their shares in the tender offer.

The New Frontier Media Board of Directors issued the following statement commenting on the announcement: "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 acquisition of New Frontier Media fits perfectly with our strategic plan for the growth of our company," said LFP President Michael H. Klein. "The addition of these assets to our portfolio strengthens us significantly moving forward."

Under the terms of the agreement, an affiliate of LFP Broadcasting will commence a cash tender offer for all issued and outstanding shares of New Frontier Media common stock at $2.02 per share, without interest. New Frontier Media shareholders may also be entitled to receive additional contingent cash payments, not to exceed $0.06 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 merger agreement requires that the tender offer commence within 10 business days of October 15, 2012. The tender offer will expire at midnight Eastern Time on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC). The consummation of the tender offer is subject to the satisfaction or waiver of certain conditions, including: (i) a majority of outstanding New Frontier Media shares on a fully diluted basis having been tendered into the offer and not validly withdrawn, (ii) there not having been a material adverse change with respect to New Frontier Media, (iii) New Frontier Media having not less than $11,514,000 in cash, and (iv) other customary conditions. The tender offer is not subject to a financing condition.

The tender offer, if successful, will be followed by a second-step merger in which any shares of New Frontier Media not tendered into the offer will be converted into the right to receive the same per share consideration paid to New Frontier Media shareholders in the tender offer, subject to shareholders' dissenters' rights under Colorado law. As a result of the transaction, New Frontier Media's common stock would no longer be publicly-owned or traded on the NASDAQ market. Further details will be provided in filings with the SEC.

Avondale Partners LLC is acting as exclusive financial advisor to the Special Committee of the Board of Directors of New Frontier Media in connection with its review of strategic alternatives and the transaction and has rendered a fairness opinion to the Special Committee in connection with the transaction. Alston + Bird LLP is acting as legal advisor to the Special Committee. Holland & Hart LLP is acting as legal advisor to the Company.

Lipsitz Green Scime Cambria LLP and Dinsmore & Shohl LLP are acting as legal advisors to LFP Broadcasting in connection with the transaction.

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woow congrats LFP, that's great news :)

Breaking news: some serious ish is happenin with accounts on gfy. There needs to be an intervention man :1orglaugh

free matyko!

.

COngratz Theo!

wow, a multi billion dollar business deal in porn and Manwin isn't involved - there is a God.

look at all the shyster lawyers with their snouts in the trough in that deal

Not possible.

It was not announced/investigated by mike south and his blog 6 months in advance.

:disgust

:1orglaugh

and that too :2 cents:

free matyko!

Hope they do well with this acquisition ...

who?? :1orglaugh

Congrats to LFP!

Great news, this is a smart move for LFP. The broadcasting market isn't a bad one to be in right now. :)

hm maybe they will start something with smart bucks? :)

http://libertyguys.files.wordpress.c...left-alone.jpg

In like...

http://image.xyface.com/image/i/movi...lint-20091.jpg

http://www.frank151.com/files/larry-flynt-550x340_0.jpg

I thought that Manwin was trying to buy New Frontier not so long ago (source: front page of Manwin.com website today - under Latest Press Release):

Woulda figured $33m was chump change for Fabian's handlers. :upsidedow

:smilie_we

ADG

They also have some very valuable patents in regards to interactive adult toys/media.

Looks like Manwin got biz cock blocked by Hustler...:pimp

Or the shareholders.

I believe the shareholders of New Frontier sued and won making a sale mandatory.

i am pretty sure there is a very specific reason for this move that has not been mentioned here yet ;)

Now This one came outta nowhere

I knew NOOF was in play, I knew Manwin wanted it to use it as a backdoor to going public, I didn't expect LFP to be the one to cock block it.

As I see it the reasons NOOF would be attractive is to use it to go public like manwin planned or to use it as an entry into the cable/ppV market Manwin already has that and If I am not mistaken so does LFP but in LFP case it might be nice to own that outlet outright to compete with Manwin/Playboy.


I do not see LFP using it to go public but ya never know

Considering the failures of AFF, why would a porn company want to go public?

The only reason I can think of in the Manwin case is, as Nathan said in Vegas last year, they look at themselves like a Pink Visual. By that I mean, they seem themselves as more of a technology company than a porn business. If they are developing a mainstream side of the business, I can understand it. If not, it really doesn't make a lot of sense.

:2 cents:

A public offering like that can raise a PILE of capital really quickly, it's what you do with that capital that will ultimately mark the success or failure usually. Marc bell wasn't someone Id have bet on to win, Manwin on the other hand, I may hate them but the possibility for a short to medium to long term profit there would seem like a good bet.

LFP is diverse enough probably to make for an attractive offering but I don't see Larry giving up control like that

Ahhhhh there ya go ..............:2 cents: and FREE MATYKO !!!

Free Matyko

Considering how every porn stock has been a dog, I cant see how it could be a vehicle to get a pile capital.

look at these dirty immoral motherless whores, they are so proud. :disgust

but I'd love to be that Lary Flynt. he's so awesome.

OK tony lets say you own tonysporn inc. and you are the sole shareholder of 1 million shares.

tonysporn inc is operating in the black (just barely) and has assets of a modest 1 million dollars

if you do an IPO at 3 dollars a share (not unreasonable) of 499K of your 1M Shares

You immediately raised 1.5 M cash at a cost of converting your assets from private to public. Now if you make poor decisions and piss away that 1.5M and the stock drops to 1 dollar a share, ya the offering is a failure...but you got your money.....ask Hugh hefner about how a dog stock can prop up your lifestyle....

On the flip side if you invest that money wisely and your company assets grow and your business grows and the price goes up....well nuff said.

Ya its a tad over simplified but you get the point

Interesting move since they already have Hustler TV.

new frontier media stock (noof) is up 34% in after-hours trading

Wild news! ;-)

Manwin also bid, but LFP bid 25% more.
Also I think there was something about some of the shareholders didn't want Manwin to get it

i only believe news that is posted on mike south blog

we will see more about this i bet!

http://www.terrysouthern.com/images/flynt.gif

:smilie_we

ADG

i think Larry sent a clear message to Manwin here, message being this aint gonna be a one horse race.

Had Manwin gotten NOOF not only would they pretty much have a lock on broadcast Porn they would have had a backdoor to go public.

Word at NOOF is many on the board didnt want Manwin at all because of the questionable origins of the money. Interestingly enough it may have been NOOF that approached Flynt about buying.

Congrats to the winners.

Thanks Kristen.

Thanks! :thumbsup

Congrats to them! Always have admired Larry Flynt.