ZelnickMedia to Buy Alloy (ALOY) for $9.80/Share in Cash
ZelnickMedia and Alloy, Inc. (Nasdaq: ALOY) announced today that an investor group led by ZelnickMedia has agreed to acquire Alloy for $9.80 per share in cash. The purchase price is a premium of approximately 27% over the average closing price of the stock for the 30 days ending June 23, 2010. The transaction is valued at approximately $126.5 million. Members of Alloy's senior management will invest in the transaction in conjunction with ZelnickMedia.
The investors aim to build Alloy into a leading entertainment and media brand for the millennial generation (ages 10–29). Under its wholly owned subsidiary, Alloy Entertainment, Alloy already has a considerable proven track record of creating hits such as Gossip Girl, The Sisterhood of the Traveling Pants, The Vampire Diaries and Pretty Little Liars, as well as developing unique media channels which reach tween, teen and college aged audiences.
Commenting on the acquisition, Peter Graham, Lead Independent Director and Chairman of the Special Committee of the Board said, "After a full market process, we are pleased to have achieved a fair price for our shareholders. We believe that this is an excellent outcome that gives current shareholders a meaningful near-term premium and eliminates future execution risk."
The company operates the Alloy Digital Network, a premium distributed media and advertising network comprised of leading websites, with a total monthly audience of 51 million visitors, ages 12-24, according to digital measurement leader comScore. The company owns other assets providing significant reach to the youth audience, including Channel One, an in-school broadcast network reaching nearly six million young people.
The company also recently launched Alloy TV, a premium digital entertainment network delivering original, short-form video programming tailored expressly for the young adult audience. In 2009, Alloy Entertainment produced "Private", based on its best-selling book property, and Alloy TV produced the original scripted series "Haute & Bothered", with a sequel launched in May 2010. Both were distributed on Alloy TV. Alloy will premiere three sponsored original web series this fall.
Geraldine Laybourne will serve as Chairman. Alloy's co-founders, Matt Diamond and Jim Johnson, will continue to run the company as CEO and COO, respectively. They will exchange a portion of their Alloy shares for an equity interest in the acquirer. The rest of the Alloy senior management team is expected to remain in place as well.
Former COO of Marvel Entertainment, Bill Jemas, will also serve on the Board of Directors and will be working closely with the company in the areas of merchandising, content and business affairs. Leslie Morgenstein, CEO of Alloy Entertainment will work closely with Laybourne and Jemas, focusing on Alloy's entertainment assets.
"Alloy has earned a unique position as both creator and distributor of content that has captured the imagination of the millennial generation," said Strauss Zelnick. "What's different about millennials is that they've grown up knowing no boundaries between media platforms. Alloy has been extremely savvy about developing properties that cross multiple platforms. With Gerry and Bill on the team, we intend to grow Alloy into a leading brand for this generation."
"We are proud of our hits like Gossip Girl, our latest success Pretty Little Liars, our significant achievements in the digital space and our unique distribution channels," said Matt Diamond, Alloy's Chairman and CEO. "With the addition of ZelnickMedia, we are ready for our next chapter."
The investors aim to build Alloy into a leading entertainment and media brand for the millennial generation (ages 10–29). Under its wholly owned subsidiary, Alloy Entertainment, Alloy already has a considerable proven track record of creating hits such as Gossip Girl, The Sisterhood of the Traveling Pants, The Vampire Diaries and Pretty Little Liars, as well as developing unique media channels which reach tween, teen and college aged audiences.
Commenting on the acquisition, Peter Graham, Lead Independent Director and Chairman of the Special Committee of the Board said, "After a full market process, we are pleased to have achieved a fair price for our shareholders. We believe that this is an excellent outcome that gives current shareholders a meaningful near-term premium and eliminates future execution risk."
The company operates the Alloy Digital Network, a premium distributed media and advertising network comprised of leading websites, with a total monthly audience of 51 million visitors, ages 12-24, according to digital measurement leader comScore. The company owns other assets providing significant reach to the youth audience, including Channel One, an in-school broadcast network reaching nearly six million young people.
The company also recently launched Alloy TV, a premium digital entertainment network delivering original, short-form video programming tailored expressly for the young adult audience. In 2009, Alloy Entertainment produced "Private", based on its best-selling book property, and Alloy TV produced the original scripted series "Haute & Bothered", with a sequel launched in May 2010. Both were distributed on Alloy TV. Alloy will premiere three sponsored original web series this fall.
Geraldine Laybourne will serve as Chairman. Alloy's co-founders, Matt Diamond and Jim Johnson, will continue to run the company as CEO and COO, respectively. They will exchange a portion of their Alloy shares for an equity interest in the acquirer. The rest of the Alloy senior management team is expected to remain in place as well.
Former COO of Marvel Entertainment, Bill Jemas, will also serve on the Board of Directors and will be working closely with the company in the areas of merchandising, content and business affairs. Leslie Morgenstein, CEO of Alloy Entertainment will work closely with Laybourne and Jemas, focusing on Alloy's entertainment assets.
"Alloy has earned a unique position as both creator and distributor of content that has captured the imagination of the millennial generation," said Strauss Zelnick. "What's different about millennials is that they've grown up knowing no boundaries between media platforms. Alloy has been extremely savvy about developing properties that cross multiple platforms. With Gerry and Bill on the team, we intend to grow Alloy into a leading brand for this generation."
"We are proud of our hits like Gossip Girl, our latest success Pretty Little Liars, our significant achievements in the digital space and our unique distribution channels," said Matt Diamond, Alloy's Chairman and CEO. "With the addition of ZelnickMedia, we are ready for our next chapter."
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