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8-K - FORM 8-K - Ascent Capital Group, Inc. | v57983e8vk.htm |
Exhibit 99.1
ASCENT
MEDIA TO SELL AMGS CREATIVE SERVICES AND MEDIA SERVICES
BUSINESSES TO DELUXE
BUSINESSES TO DELUXE
Englewood, CO November 24, 2010 Ascent Media Corporation (Ascent Media or the Company)
(Nasdaq: ASCMA) today announced the execution of a definitive agreement to sell the Creative
Services and Media Services businesses of Ascent Media Group (AMG) to Deluxe Entertainment
Services Group Inc. (Deluxe) for aggregate cash consideration to Ascent Media of approximately
$68 million (after the assumption of certain indebtedness). The purchase price has been allocated
as follows: 79% to the U.S. businesses and 21% to the U.K. businesses. Deluxe is a leading provider
of a broad range of entertainment industry services and technologies to major Hollywood Studios and
an international client base.
AMGs Creative Services business unit provides high-end post-production services for feature film,
advertising and entertainment television clients. AMGs Media Services business provides major
Hollywood studios, content owners and distributors with the suite of services necessary to store,
manage and distribute content.
Ascent Medias Chief Executive Officer, William Fitzgerald said, AMGs Creative Services group has
provided pioneering post-production solutions for some of the most well known brands, directors and
studios. In Media Services, AMG has been an innovator in developing solutions to help customers
manage and distribute content. Deluxe is a leader in both of these segments, and we believe that
the transaction should accelerate growth and better serve the combined companys customers
worldwide.
Ascent Media will continue to own AMGs content distribution and systems integration businesses.
However, the Company is pursuing strategic alternatives for both business units. In addition, the
Company is committed to pursuing investments in or the acquisition of businesses that provide
enhanced shareholder return opportunities.
The Deluxe transaction is subject to customary closing conditions and is expected to close by the
end of 2010.
Moelis & Co. served as the Companys financial advisor and Baker Botts served as legal advisor in
connection with the transaction.
Forward Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements about the sale of the Creative
Services and Media Services divisions, possible strategic alternatives for Ascent Medias other
business units, potential future acquisitions and other matters that are not historical facts.
These forward looking statements involve many risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such statements, including, without
limitation: Ascent Medias ability to satisfy the conditions to the sale of the Creative Services
and Media Services divisions, the availability of strategic alternatives for Ascent Medias other
business units and the availability of acquisition opportunities. These forward looking statements
speak only as of the date of this press release, and Ascent Media expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any forward looking statement
contained herein to reflect any change in Ascent Medias expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based. Please refer to
the publicly filed documents of Ascent Media, including the most recent Forms 10-Q and 10-K and any
subsequently filed Form 8-K, for additional information about Ascent Media and about the risks and
uncertainties related to Ascent Medias business which may affect the statements made in this press
release.
About Ascent Media Corporation and Ascent Media Group
Ascent Media Corporation is a holding company and owns 100 percent of its operating subsidiary,
AMG, which is primarily engaged in the business of providing content and creative services to the
media and entertainment industries in the United States, the United Kingdom and Singapore. AMG
provides solutions for the creation, management and distribution of content to motion picture
studios, independent producers, broadcast networks, programming networks, advertising agencies and
other companies that produce, own and/or distribute entertainment, news, sports, corporate,
educational, industrial and advertising content.
About Deluxe
Deluxe Entertainment Services Group Inc., a wholly-owned subsidiary of MacAndrews & Forbes Holdings
Inc., is the leading provider of a broad range of entertainment industry services and technologies
to major Hollywood Studios and an international client base. Services include motion picture film
processing, printing and distribution; EFILM® digital intermediates; post production and
subtitling services; titles design and digital VFX; DVD compression, encoding and authoring;
digital cinema services, digital asset management, digital distribution; marketing fulfilment
services and intellectual property security systems. Deluxe operates facilities around the world.
For more information please visit www.bydeluxe.com.
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Contact:
Erica Bartsch
Sloane & Company
ebartsch@sloanepr.com
Sloane & Company
ebartsch@sloanepr.com