8th Apr 2011 14:51
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
For immediate release
8 April 2011
ACQUISITION
OF
BURST MEDIA CORPORATION
BY
BLINKX PLC
Requisite Written Consents received from Burst Stockholders
Further to today's joint announcement by Burst Media Corporation and blinkx plc of the proposed acquisition of Burst by blinkx, the Boards of blinkx and Burst are pleased to announce that irrevocable and unconditional written consents ("Written Consents") have been received from stockholders holding an aggregate of 82.3 per cent of the existing issued Burst Shares. Subject to satisfaction of the remaining conditions, it is expected that the Acquisition will complete on 9 May 2011.
The Directors of Burst have provided their Written Consent over their entire beneficial interest of Burst Shares, amounting to an aggregate of 21,267,468 Burst Shares representing approximately 29.7 per cent. of the existing issued Burst Shares of common stock of Burst.
Other Burst Stockholders, from whom Written Consents in respect of their entire beneficial interest have been received, amount to an aggregate of 37,670,596 Burst Shares, which represents approximately 52.6 per cent. of the existing issued Burst Shares.
Settlement Arrangements
Burst Stockholders will shortly be sent a Notice pursuant to Section 2-505(b) of the MGCL. As soon as reasonably practicable following the Closing Date, each person who is a Stockholder at the Closing Date will be posted a Letter of Transmittal, which will contain instructions with regards to the actions to be taken to submit the certificates which represented their Burst Shares at the Closing Date to the Exchange Agent and to receive in return the relevant consideration due to them pursuant to the Merger Agreement.
Settlement of the consideration due pursuant to the Merger Agreement cannot take place until the return of the completed and signed documentation.
Cancellation of Burst's AIM Admission
In connection with the Acquisition, notice is hereby given that Burst intends that the cancellation of admission to trading of the Burst Shares on the AIM Market of the London Stock Exchange ("AIM") (the "Cancellation") will become effective at 7:00 a.m. on 12 May 2011. The Cancellation is conditional upon the completion of the Acquisition in accordance with the terms of the Merger Agreement.
It is also expected that the Burst Shares will be suspended from trading on AIM from 7:30 a.m. on 9 May 2011 until Cancellation. If the Acquisition does not complete, the suspension will be lifted.
Definitions
All definitions contained in this announcement will have the same meaning as defined in the joint announcement made by blinkx and Burst released on 8 April 2011.
Enquiries:
blinkx plc | |
Suranga Chandratillake, Chief Executive Officer | +1 415 655 1450 |
Jonathan Spira, Chief Financial Officer | |
Burst Media Corporation | |
Jarvis Coffin, Chief Executive Officer | +1 781 852 5271 |
Steve Hill, Chief Financial Officer | |
Canaccord Genuity Limited (Financial Adviser to blinkx) | |
Rory O'Sullivan | +44 20 7050 6500 |
Christopher Fincken | |
Citigroup Global Markets Ltd (NOMAD and Broker to blinkx) | |
Charles Lytle | +44 20 7986 4000 |
Christopher Wren | |
Altium (Financial Adviser and NOMAD to Burst) | |
Tim Richardson | +44 20 7484 4040 |
Paul Chamberlain | |
Financial Dynamics (PR Adviser to blinkx) | |
Edward Bridges | +44 20 7831 3113 |
Charles Palmer | |
Haya Herbert-Burns | |
Hudson Sandler (PR Adviser to Burst) | |
Nick Lyon | +44 20 7796 4133 |
Related Shares:
RTHM.L