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| 8-K - HOLLYWOOD MEDIA CORP | v212123_8k.htm |
Exhibit
99.1
HOLLYWOOD
MEDIA CORP. ANNOUNCES
PRELIMINARY
RESULTS OF ITS TENDER OFFER
BOCA RATON, FL (February 22, 2011) –
Hollywood Media Corp. (Nasdaq: HOLL) announced today the preliminary
results of its tender offer to purchase up to 8,000,000 shares of its common
stock at a price of $2.05 per share (less any applicable withholding taxes and
without interest), which expired at 5:00 p.m., New York City time, on Friday,
February 18, 2011. Based on the preliminary count by American Stock
Transfer & Trust Company, LLC, the Depositary for the tender offer,
24,168,572 shares of common stock were properly tendered and not withdrawn.
Accordingly, Hollywood Media Corp. expects to accept for purchase a total of
8,000,000 shares at a purchase price of $2.05 per share (less any applicable
withholding taxes and without interest), for a total cost of approximately $16.4
million.
Since the
offer was oversubscribed, the number of shares that Hollywood Media Corp. will
purchase from each tendering shareholder will be pro-rated. Based
upon the preliminary count, Hollywood Media Corp. estimates that the pro-ration
factor will be approximately 33.1%. The number of shares tendered and
not withdrawn and the pro-ration factor are preliminary and are subject to
verification by American Stock Transfer & Trust Company, LLC and the
proper delivery of all shares tendered (including any shares tendered pursuant
to guaranteed delivery procedures). The actual number of shares
validly tendered and not withdrawn and the pro-ration factor will be announced
promptly following completion of the verification process. Promptly
after such announcement, the Depositary will issue payment for the shares
validly tendered and accepted under the tender offer and will return all other
shares tendered. It is currently expected that payment for all shares
purchased will be made on or about February 28, 2011.
As of
February 17, 2011, Hollywood Media Corp. had approximately 31,179,066 shares of
common stock outstanding.
The
Information Agent for the tender offer is Innisfree M&A
Incorporated. The Depositary for the tender offer is American Stock
Transfer & Trust Company, LLC. For questions and information,
please call the Information Agent toll free at 1-888-750-5834.
THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF HOLLYWOOD MEDIA
CORP. COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO
THE OFFER TO PURCHASE DATED JANUARY 18, 2011, THE RELATED LETTER OF TRANSMITTAL,
AND THE SUPPLEMENT TO THE OFFER TO PURCHASE AND THE RELATED LETTER OF
TRANSMITTAL DATED FEBRUARY 3, 2011 THAT HOLLYWOOD MEDIA CORP. PREVIOUSLY
DISTRIBUTED TO ITS SHAREHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, AS THEY MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME (INCLUDING
AS THE OFFER TO PURCHASE DATED JANUARY 18, 2011 AND THE RELATED LETTER OF
TRANSMITTAL WERE AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO
PURCHASE AND THE RELATED LETTER OF TRANSMITTAL DATED FEBRUARY 3, 2011).
SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE DATED
JANUARY 18, 2011, THE RELATED LETTER OF TRANSMITTAL, THE SUPPLEMENT TO THE OFFER
TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL DATED FEBRUARY 3, 2011 AND
RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. SHAREHOLDERS
AND INVESTORS MAY OBTAIN A FREE COPY OF THE ISSUER TENDER OFFER STATEMENT ON
SCHEDULE TO (INCLUDING ANY AMENDMENTS THERETO), THE OFFER TO PURCHASE DATED
JANUARY 18, 2011, THE RELATED LETTER OF TRANSMITTAL, THE SUPPLEMENT TO THE OFFER
TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL DATED FEBRUARY 3, 2011 AND
OTHER DOCUMENTS THAT HOLLYWOOD MEDIA CORP. HAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CALLING
INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE TENDER OFFER,
TOLL-FREE AT 1-888-750-5834. SHAREHOLDERS ARE URGED TO CAREFULLY READ
ALL OF THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER
OFFER.
About
Hollywood Media Corp.
Hollywood
Media Corp. (Nasdaq: HOLL) is comprised primarily of an Ad Sales division
including Hollywood Media Corp.’s minority interest in MovieTickets.com, UK
Theatres Online (formerly known as CinemasOnline), and an Intellectual Property
division.
*****************************
Note
on Forward-Looking Statements
Statements
in this press release may be “forward-looking statements” within the meaning of
federal securities laws. The matters discussed herein that are
forward-looking statements are based on current management expectations that
involve risks and uncertainties that may result in such expectations not being
realized. Actual outcomes and results may differ materially from what
is expressed or forecasted in such forward-looking statements due to numerous
potential risks and uncertainties, including, but not limited to, the need to
manage our growth, our ability to realize anticipated revenues and cost
efficiencies, the impact of potential future dispositions or other strategic
transactions by Hollywood Media Corp., our ability to develop and maintain
strategic relationships, technology risks, the volatility of our stock price,
changes in facts and circumstances and other uncertainties concerning the
completion of the tender offer, and other risks and factors described in
Hollywood Media Corp.’s filings with the Securities and Exchange Commission
including our Form 10-K for 2009. Such forward-looking statements
speak only as of the date on which they are made. Further information
about these matters can be found in our Securities and Exchange Commission
filings. Except as required by applicable law or regulation, we do
not undertake any obligation to update our forward-looking statements to reflect
future events or circumstances.
Contact:
Investor
Relations Department
Hollywood
Media Corp.
L.
Melheim
ir@hollywoodmedia.com
561-998-8000