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8-K - CURRENT REPORT - IDW MEDIA HOLDINGS, INC. | f8k022310_ctm.htm |
EX-2.1 - ASSET PURCHASE AGREEMENT - IDW MEDIA HOLDINGS, INC. | f8k022310ex2i_ctm.htm |
Exhibit 99.1
CTM
Media Holdings Signs Definitive Agreement for Sale of its
WMET
Radio Station and Announces Dividend
STAMFORD,
CT., February 24, 2010 -- CTM Media Holdings,
Inc. (OTC Pink Markets: CTMMA, CTMMB), today announced that on February
23, 2010, it executed an agreement to sell the assets of its WMET radio station
for a sale price of $4 million in a combination of cash and a promissory note of
the buyer that will be secured by the assets being sold. The sale is subject to
approval of the FCC, other third parties and other customary
conditions.
The buyer
is Huffines Media, LLC and an affiliate, and the sale includes substantially all
of the assets used in the WMET business other than working
capital. The purchase price is payable $1.3 million in cash by the
closing and the remainder under a two year promissory note, which is extendable
in part to three years at the option of the buyer. The buyer also has
the option of paying a total of $3.6 million in cash at the closing as payment
in full for the transaction.
CTM
expects the transaction to close by early in its fourth fiscal
quarter.
CTM also
announced that its board of directors has approved the payment of a dividend in
the aggregate amount of $0.25 per share (approximately $2 million in the
aggregate) which will be paid to holders of CTM Media Holdings Class A, Class B
and Class C common stock. The dividend will be payable on or about
March 15, 2010 to stockholders of record as of March 8, 2010.
“The sale
of WMET shows that management is committed to taking the steps necessary to
create value for our shareholders,” said Howard Jonas, Chairman of the Board.
“We are also demonstrating that we do not intend to retain cash beyond our
foreseeable needs unless we have a firm plan for deploying that cash and
generating returns.”
“WMET has
not been profitable for CTM and we believe that this sale is in the best
interest of the company and our shareholders,” added Marc Knoller, CEO. “We
continue to streamline operations to operate our core businesses efficiently and
seek opportunities to expand by adding volume and complementary
offerings.”
About CTM Media
Holdings:
CTM
Media Holdings, Inc., a Delaware corporation, is a holding company consisting of
the following principal businesses:
•
|
CTM
Media Group, our brochure distribution company and other advertising-based
product initiatives focused on small to medium sized
businesses;
|
•
|
Our
majority interest in Idea and Design Works, LLC, a comic book and graphic
novel publisher that creates and licenses intellectual property;
and
|
•
|
The
WMET-AM radio station in the Washington, D.C. metropolitan
area.
|
Forward-Looking
Statements
This
press release contains statements that constitute forward-looking statements.
These forward-looking statements may use such forward-looking terminology as
"expect," "look," "believe," "plan," "anticipate," "may," "will," “intend” or
similar statements or variations of such terms or otherwise express views
concerning trends and the future. Such forward-looking statements
involve certain risks and uncertainties, including risks cited in reports filed
by CTM Media Holdings, Inc. with the Securities and Exchange
Commission. Actual results may differ materially from such
forward-looking statements. CTM Media Holdings, Inc. assumes no obligation for
updating any such forward-looking statement at any time.
Contact:
CTM
Investor Relations:
Les
Rozner
lrozner@ctmmedia.com
(203)
323-5161 Ext # 21