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8-K - Protagenic Therapeutics, Inc.\new | v198977_8k.htm |
FOR IMMEDIATE
RELEASE
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CONTACT:
|
October
14, 2010
|
Thomas
Plotts, CFO (212) 716-1977 x 222
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Atrinsic to Acquire Kazaa
Assets, Sets Foundation to Build and Expand
Kazaa Digital Music and
Entertainment Service
New York (October 14, 2010) - Atrinsic, Inc., (NASDAQ:
ATRN), a marketer of direct-to-consumer subscription products and an Internet
search marketing agency, today announced that on October 13, 2010 it entered
into amendments to its existing Marketing Services Agreement and Master Services
Agreement with Brilliant Digital Entertainment, Inc. (“Brilliant Digital”) and
entered into an agreement with Brilliant Digital to acquire its Kazaa
assets.
The
Marketing Services Agreement and Master Services Agreement govern the operation
of Brilliant Digital’s Kazaa digital music service which is jointly operated by
the parties. Among other things, the amendments extend the term of
each of the Marketing Services Agreement and Master Services Agreement from
three years to thirty years, provide Atrinsic with an exclusive license to the
Kazaa trademark in connection with Atrinsic’s services under the agreements, and
modify the Kazaa digital music service profit share payable to Atrinsic under
the agreements from 50% to 80%. As consideration for entering into
the amendments, Atrinsic will issue 4,161,130 shares of its common stock to
Brilliant Digital.
The
amendments to the Marketing Services Agreement and Master Services Agreement are
part of a broader transaction between Atrinsic and Brilliant Digital pursuant to
which Atrinsic will acquire the Kazaa digital music service assets, as well as
certain other assets of Brilliant Digital, in accordance with the terms of an
asset purchase agreement entered into between the parties on October 13,
2010.
The
purchase price for the acquired assets includes the issuance by Atrinsic of an
additional 7,125,665 shares at the closing of the transactions contemplated by
the asset purchase agreement as well as the assumption of certain liabilities
related to the Kazaa business. The closing of the transactions
contemplated by the asset purchase agreement will occur when all of the assets
associated with the Kazaa business, including the Kazaa trademark and associated
intellectual property, as well as Brilliant Digital’s content management,
delivery and customer service platforms, and licenses with third parties, have
been transferred to Atrinsic. The closing of the transactions
contemplated by the asset purchase agreement is subject to approval by the
stockholders of Atrinsic and Brilliant Digital, receipt of all necessary third
party consents and other customary closing conditions. At the closing
of the transactions contemplated by the asset purchase agreement, each of the
Marketing Services Agreement and Master Services Agreement will
terminate.
Pursuant
to the asset purchase agreement, Atrinsic has agreed to appoint two individuals
to be selected by Brilliant Digital to serve on Atrinsic’s Board of Directors
effective upon the closing. Kevin Bermeister, Brilliant Digital’s
chief executive officer, is expected to be one of Brilliant Digital’s
nominees. Mr. Bermeister has been a director of Brilliant Digital
since August 1996 and has served as its President and as its Chief Executive
Officer. Mr. Bermeister previously founded and served as Chief
Executive Officer of Sega Ozisoft which commenced business in 1982. Mr.
Bermeister also founded and served as a director of Packard Bell NEC Australia
Pty. Ltd. Mr. Bermeister has served on numerous advisory boards,
including Virgin Interactive Entertainment Ltd.
Kazaa has
been at the forefront of the transformation of the distribution of digital music
and the acquisition of the Kazaa business is likely to have an equally
transformative effect on Atrinsic. Brilliant Digital’s relationships
with the major record labels, its multi-device on demand digital music delivery
platform, and the Kazaa brand, will enable Atrinsic to build on and improve the
Kazaa digital music and entertainment service.
This
transaction offers Atrinsic an ubiquitous entertainment brand and
licensed music content to complement its traditional strengths in the cost
effective acquisition of customers. Atrinsic believes it can
effectively combine resources and assets to extend the life of its customers,
grow its subscriber base and enhance and expand recurring revenue by delivering
long term value to subscribers across distribution and billing
platforms.
About the Kazaa Digital
Music Service
Kazaa is
a subscription-based digital music service that gives users unlimited access to
hundreds of thousands of CD-quality tracks. For a monthly fee users can download
unlimited music files and play those files on up to three separate computers and
download unlimited ringtones to a mobile phone. Unlike other music services that
charge you every time a song is downloaded, Kazaa allows users to listen to and
explore as much music as they want for one monthly fee, without having to pay
for every track or album. Consumers are billed for this service on a monthly
recurring basis through a credit card, landline, or mobile device. Royalties are
paid to the rights’ holders for licenses to the music utilized by this digital
service. Atrinsic and Brilliant Digital jointly offer the Kazaa
digital music service, pursuant to a Marketing Services Agreement and a Master
Services Agreement between the two companies.
About Atrinsic,
Inc.
Forward-Looking
Statements
This
press release contains “forward-looking” statements based on management’s
current expectations as of the date of this release. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include information relating to
when the closing consideration will be paid to Brilliant Digital and Atrinsic’s
belief that it can effectively combine resources and assets to extend the life
of its customers, grow its subscriber base and enhance and expand recurring
revenue by delivering long term value to subscribers across distribution and
billing platforms. Because such statements inherently involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward looking statements. Such risks include, among others,
the inability of Brilliant Digital and/or Atrinsic to satisfy the closing
conditions of the Asset Purchase Agreement, Atrinsic’s ability to maintain
customer and strategic business relationships, the impact of competitive
products and pricing, growth in targeted markets, the adequacy of Atrinsic’s
liquidity and financial strength to support growth, and other information that
may be detailed from time to time in Atrinsic’s filings with the United States
Securities and Exchange Commission. All information in this release is as of
October 14, 2010. Atrinsic does not undertake any obligation to update or revise
these forward-looking statements to conform to actual results or changes in
Atrinsic’s expectations.
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Important Additional
Information and Where to Find It
This
communication is being made in respect of the acquisition by Atrinsic of the
Kazaa music subscription assets from Brilliant Digital. In connection
with the transaction, Atrinsic plans to file with the SEC a Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934. The
Proxy Statement will be mailed to stockholders of Atrinsic. INVESTORS
AND SECURITY HOLDERS OF ATRINSIC ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION.
Investors
and security holders will be able to obtain free copies of the Proxy Statement
(when available) and other documents filed with the SEC by Atrinsic through the
web site maintained by the SEC at http://www.sec.gov/. Free copies of the Proxy
Statement (when available) and other documents filed with the SEC can also be
obtained by directing a request to Thomas Plotts, Chief Financial Officer,
Atrinsic, Inc. at 212-716-1977 ext. 222.
Atrinsic
and its directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding the identity of the persons who
may, under SEC rules, be deemed to be “participants” in the solicitation of
proxies, and a description of their direct and indirect interests in the
solicitation, by security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC when they become
available.
Contact
Thomas
Plotts, Chief Financial Officer, 212 716 1977 x222
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