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| 8-K - CURRENT REPORT - Dolphin Entertainment, Inc. | bdc_8k.htm |
Exhibit 99.1
Dolphin Digital Media Acquires PR
Powerhouse 42West
New integrated entertainment and communications company
combines
content creation, marketing expertise, and digital savvy all under
one roof
NEW YORK and LOS ANGELES – March 30, 2017 –
/PRNewswire/ – Dolphin Digital Media (OTCBB: DPDM), a
publicly-traded independent producer of premium feature films and
digital content, today announced that it has acquired 42West, one
of the largest independently-owned public-relations and marketing
services firms in the entertainment industry. Under the terms of
the transaction agreement, the aggregate consideration will be
approximately $28 million, to be paid in shares of Dolphin common
stock. The aggregate consideration includes performance-based
contingent consideration of up to $9.3 million to be paid over a
three year period.
“From
the standpoint of content creation, having a quality marketing
strategy and the ability to execute it are as important as the
quality of the product itself,” said Dolphin Digital Media
CEO Bill O’Dowd. “Simply put, you must be heard to be
seen. In today’s highly competitive entertainment
environment, with billions of dollars spent annually on the
production and marketing of feature films and more than 500
original scripted television and digital series available to the
consumer each year, 42West’s experience and expertise are
invaluable. Bringing them into the Dolphin family will give us the
ability to evaluate any project’s marketing potential prior
to its greenlight, and further allow us to develop its marketing
strategy prior to the start of production.”
“Leslee,
Amanda, and Allan are industry leaders at the top of their
game,“ added Mr. O’Dowd, referring to 42West principal
partners Leslee Dart, Amanda Lundberg, and Allan Mayer.
“They, along with their senior management team, have built
42West into a best-in-class entertainment marketing powerhouse that
combines an unparalleled A-list celebrity client roster with an
elite roll of corporate clients that includes virtually every major
studio, pay television network, and important digital platform.
This unique combination of individual and project marketing creates
tremendous opportunities for strategic partnerships, from new
content creation to consumer brands and beyond.”
“In
Dolphin, we’ve found a kindred spirit as well as a strategic
partner,” Dart, Lundberg, and Mayer said in a joint
statement. “At a time of enormous innovation in the
entertainment and media industries, we’re delighted to be
joining up with a ground-breaking, accomplished organization that
can provide us with the broad platform and ample resources to take
full advantage of the many exciting opportunities before us. In
particular, we look forward to developing our capabilities in
content creation, which will enable us to create additional value
for our clients. Bill O’Dowd and his team at Dolphin
understand and appreciate what we do, and together we'll be able to
execute at an even higher level.”
“We
believe this transaction also provides strong financial benefits
for the combined company,” said Mr. O’Dowd.
“We’ve been extremely impressed with 42West's
profitability and consistent revenue growth, and with the
significant percentage of recurring revenue from its large stable
of loyal clients.”
As a
wholly-owned subsidiary of Dolphin Digital Media, 42West will
continue to focus on talent publicity; movie, TV, and digital
content marketing; multi-cultural marketing; and strategic
communications counsel for the entertainment industry, operating
under its own name, led by its existing management team, out of its
existing offices in New York and Los Angeles, with Dart, Lundberg,
and Mayer serving as co-chief executive officers.
Canaccord Genuity served as exclusive financial advisor to Dolphin Digital Media. Greenberg Traurig LLP served as legal counsel to Dolphin Digital Media and Davis & Gilbert LLP served as legal counsel to 42West.
Canaccord Genuity served as exclusive financial advisor to Dolphin Digital Media. Greenberg Traurig LLP served as legal counsel to Dolphin Digital Media and Davis & Gilbert LLP served as legal counsel to 42West.
This
press release does not constitute an offer of any securities for
sale. The shares of common stock to be issued in the acquisition
have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
About Dolphin Digital Media
Headquartered
in Miami, Dolphin Digital Media, Inc. has been a pioneer in
the digital entertainment space, producing some of the online
world’s best series with leading talent both in front of and
behind the cameras. Its productions have been delivered to over 500
million homes in 125 countries, and include the popular "South
Beach" series on Hulu; "Aim High," starring Jackson Rathbone and
Aimee Teegarden (AOL), "H+: The Digital Series" from Bryan Singer
(YouTube), and "Cybergeddon" from Anthony E. Zuiker starring Missy
Peregrym and Olivier Martinez (Yahoo). Its sister company, Dolphin
Entertainment, is one of the world’s leading producers of
children’s and young adult live-action television
programming.
About 42 West
42West
grew out of The Dart Group, which was launched by Leslee Dart in
2004. Amanda Lundberg teamed up with Dart a few months later. In
2006, after Allan Mayer joined the partnership, the company was
rechristened 42West. Since then, the firm’s PR professionals
have developed and executed marketing and publicity strategies for
hundreds of movies, television shows, and digital productions as
well as for countless individual actors, filmmakers, recording
artists, and authors. In addition 42West has also provided
strategic communications counsel to a wide variety of high-profile
individuals and corporate clients — ranging from movie and
pop stars to major studios and media conglomerates. This past
December, the New York Observer listed 42West as one of the top six
most powerful PR firms of any kind in the United
States.
Special Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements regarding
anticipated benefits related to the 42West acquisition, including
potential synergies, growth prospects, financial and operational
benefits, 42West’s future role in the combined company, as
well as the expectation that the prior accomplishments of the
42West principals and the Company will translate into strategic
partnership opportunities, added value and increased execution for
the combined company. These statements made by the Company and/or
the 42West principals are based upon their current expectations and
are subject to certain risks and uncertainties that could cause
actual results, performance or achievements to differ materially
from those described in the forward-looking statements. These risks
and uncertainties include the Company’s inability to realize
the anticipated benefits of the acquisition, the Company’s
inability to achieve synergies as planned, the inability of the
combined company to generate sufficient revenues or achieve
additional operating leverage and the potential loss of key clients
and key employees (including 42West principals) as a result of the
change of ownership, as well as other factors beyond the Company's
control and the risk factors and other cautionary statements
described in the Company’s filings with the SEC, including
the Company's Annual Report on Form 10-K filed with the Commission
on March 31, 2016 as updated by subsequent Quarterly Reports on
Form 10-Qs and other current report filings.
Any
forward-looking statements included in this press release are made
only as of the date of this release. The Company does not undertake
any obligation to update or supplement any forward-looking
statements to reflect subsequent events or circumstances. The
Company cannot assure you that projected results or events will be
achieved.
# #
#
Contact:
Media
Mandy
O'Donnell
Dolphin
Digital Media
mandy@dolphindigitalmedia.com
917-620-0648
Investors
James
Carbonara
Hayden
IR
(646)-755-7412
james@haydenir.com
SOURCE: Dolphin Digital
Media