TouchTunes Corporation and Victory Acquisition Corp. Announce Definitive Merger Agreement
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--One of America`s Largest Out-of-Home Interactive Entertainment Networksto
Access Equity Capital to Fuel Growth and Expansion of New Products
--Deal Subject to Stockholder and Regulatory Approval
NEW YORK--(Business Wire)--
TouchTunes Corporation ("TouchTunes"), one of the largest out-of-home
interactive entertainment networks in America, and Victory Acquisition Corp.
("Victory") (NYSE Amex: VRY), a specified purpose acquisition company, today
announced that they have signed a definitive merger agreement.
Pursuant to the agreement, Victory will acquire TouchTunes for 33 million shares
of Victory stock. Victory also will assume up to approximately $40 million in
net debt. TouchTunes stockholders will also be eligible to receive up to an
additional 9.5 million shares based on the achievement of certain future EBITDA
targets over the next five years.
The combined company will operate as TouchTunes and is expected to trade
publicly on the NASDAQ Stock Market or another national stock exchange. Its
corporate headquarters will remain in New York and its main Canadian offices
will continue to be based in Montreal.
TouchTunes provides innovative solutions to more than 38,000 bars, restaurants,
retailers and other businesses in North America. Its TouchTunes digital
jukeboxes are an industry leader and play more than 700 million songs
annually-second only to Apple`s iTunes in providing digital music. Its newly
introduced Barfly interactive television entertainment network is designed to
allow advertisers to capture the coveted 21-34 year old demographic with its
innovative screen-within-a-screen system. TouchTunes` PlayPorTT portable
broadband entertainment systems have initially targeted national restaurant
chains for its family-friendly series of over 50 proprietary video and
electronic games. TouchTunes expects to have 1,500 PlayPorTT units deployed by
the end of the second quarter of 2009.
"We are excited about the merger with Victory because it will allow us to access
significant equity capital to leverage our existing installed customer base, and
rapidly roll-out the Barfly and PlayPorTT product initiatives," said William
Meder, TouchTunes Chairman and Chief Executive Officer. "Our 38,000 locations
generate over three billion consumer visits annually providing advertisers with
exceptional opportunities to interact with consumers," said Meder.
"We believe that Victory`s capital will allow TouchTunes to accelerate the
EBITDA growth that TouchTunes has already experienced in its existing jukebox
business," said Eric Watson, Chairman of Victory. "With up to $310 million in
equity capital at closing, TouchTunes should be able to expand its market
presence and accelerate its already significant technology lead and distribution
channel advantage," said Watson.
"TouchTunes` opportunity to take Barfly and PlayPorTT from their initial pilot
success and deploy them into TouchTunes` existing 38,000 location base and
beyond makes the marriage with Victory`s capital an outstanding investment
proposition for our loyal shareholders," said Jonathan J. Ledecky, President of
Victory. "Our due diligence revealed several major national brands that are
interested in advertising on the Barfly platform if it can scale to capture the
customer visit traffic generated by an accelerated national roll-out schedule,"
said Ledecky.
The proposed transaction is subject to Victory receiving stockholder approval of
the transaction and customary closing conditions. It is anticipated that Victory
will mail a final merger proxy statement on or about April 13, 2009 with a
stockholder vote and closing to occur by April 24, 2009.
A copy of the preliminary merger proxy statement, along with a copy of the
merger agreement and an informational slide show has been filed today with the
Securities and Exchange Commission. A copy of these filings can be found on the
SEC website and may also be found on Victory Acquisition Corp`s website at
www.victoryacq.com.
About TouchTunes Corporation
TouchTunes Corporation is one of the largest out-of-home interactive digital
entertainment networks, providing innovative solutions to more than 38,000 bars,
restaurants, retailers and other businesses in North America. TouchTunes
introduced the world`s first digital downloading, pay-per-play commercial
jukebox in 1998 and now plays approximately 700 million songs annually.
TouchTunes also recently began to offer Barfly, a proprietary interactive
television network consisting of a screen within a television screen designed to
provide unique content, programming and social networking opportunities within
its technologically advanced digital system. PlayPorTT is a portable broadband
entertainment system with over 50 proprietary video and electronic games
utilized to enhance the in-restaurant dining experience. TouchTunes is currently
a privately held U.S. corporation with offices in New York City, Lake Zurich,
Illinois and Montreal, Quebec, Canada. For further information on TouchTunes,
please visit www.touchtunes.com.
About Victory Acquisition Corp.
Victory Acquisition Corp. (NYSE Amex: VRY, VRY.WT, VRY.U) is a specified purpose
acquisition company ("SPAC") formed by veteran investors and entrepreneurs
Jonathan Ledecky and Eric Watson for the purpose of effecting a merger, capital
stock exchange, asset acquisition or similar business combination with an entity
that has an operating business. Victory raised $330 million in an initial public
offering in April 2007. Victory has 33 million shares outstanding along with 38
million warrants convertible into shares at an exercise price of $7.50. It
currently has approximately $330 million in equity capital equal to
approximately $10.00 per share. For further information on Victory Acquisition
Corp. please go to www.victoryacq.com.
Sloane Public Relations
Media:
Nevin Reilly, 212-446-1893
or
ICR
Investors:
Don Duffy and Seth Potter
Devlin Lander and Katharine O`Brien
203-682-8200
or
TouchTunes Corporation
Geoff Mott, 514-242-3928
or
Victory Acquisition Corp.
Paul Vassilakos and Miles Leahy
Petrina Advisors
212-521-4399
Copyright Business Wire 2009
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