Attached files
file | filename |
---|---|
EX-10.1 - STOCK PURCHASE AGREEMENT - Liberated Syndication Inc. | lysn_ex10-1.htm |
EX-2.1 - MEMBERSHIP INTEREST PURCHASE AGREEMENT - Liberated Syndication Inc. | lysn_ex2-1.htm |
8-K - CURRENT REPORT - Liberated Syndication Inc. | lysn_8k.htm |
Exhibit
99.1
Libsyn Announces Agreements to Acquire AdvertiseCast
&
Raise $25 Million in New Equity Commitments
Transformative Acquisition Will Add Fast-Growing Advertising
Business to Libsyn’s Podcasting Platform
Pittsburgh, PA – March 31, 2021 - Liberated Syndication Inc.
(OTCQB:LSYN) (“Libsyn” or the
“Company”), the
industry’s leading podcast hosting platform, today announced
it has entered into a definitive agreement to acquire
AdvertiseCast, LLC (“AdvertiseCast”), one of the
largest independent and fastest-growing podcast advertising
companies. The combination of Libsyn’s 75,000 podcasts and
AdvertiseCast’s premier advertising capabilities will
accelerate revenue opportunities for podcast creators and provide
advertisers with significant new inventory. The acquisition will
position Libsyn to be the leading platform for both podcast hosting
and monetization.
“I am thrilled to announce this acquisition. AdvertiseCast is
a market leader in the podcast advertising space that will fit
perfectly with our existing Libsyn 5 hosting platform. Since we
began in 2004, our primary objective at Libsyn has been to enable
independent podcasters by providing them with a strong set of tools
to help them thrive,” said Libsyn President Laurie Sims.
“AdvertiseCast expands our tool set to include a robust
monetization solution that enables efficient host-read and
programmatic advertising. We expect to generate meaningful revenue
by offering the AdvertiseCast solution to Libsyn’s customers
and leveraging the combined inventory to attract even more
advertisers to the AdvertiseCast platform.”
Founded in 2016, AdvertiseCast’s self-serve marketplace
enables podcast advertising for over 1,500 active mid- and
large-tier podcasters currently on its network and allows
advertisers and agencies to efficiently buy and manage advertising
campaigns in the podcast sector. Since inception, AdvertiseCast
revenue has grown rapidly, increasing 45% year over year in 2020 to
approximately $12 million. AdvertiseCast has scaled profitably
since inception with no outside investment.
AdvertiseCast Co-Founders Trevr Smithlin and Dave Hanley commented,
“We founded AdvertiseCast with a podcast publisher’s
mindset and believe it is a perfect fit with Libsyn’s
creator-centric ethos. Given the large growth in the podcasting
market, we felt this was the perfect time to join forces with
Libsyn in order to accelerate the growth of our business. As a
leader in the podcast hosting space, Libsyn has a world-class
podcast hosting platform that will deliver meaningful inventory to
our podcast advertisers. Advertising is still a very
under-penetrated segment of the podcast market, and we believe we
are strongly positioned to ride the advertising wave with
Libsyn’s support.”
Under the terms of the purchase agreement, Libsyn will acquire all
of the issued and outstanding membership interests of AdvertiseCast
in consideration for a purchase price of up to $30 million, of
which $18 million will be in cash, $10 million will be in newly
issued Libsyn shares, and $2 million will be in the form of an
earn-out, which is subject to the terms and conditions of the
purchase agreement. Co-Founders Trevr Smithlin and Dave Hanley will
remain with the company and enter into employment agreements as a
condition to closing. The acquisition’s closing is subject to
other customary closing conditions.
Libsyn is also pleased to announce it has received funding
commitments of $25 million through a privately placed equity
transaction (“PIPE”) in Libsyn. The financing will be
led by existing shareholder Camac Partners, LLC and new shareholder
Hudson Executive Capital LP, among other existing and new
investors. Proceeds of the PIPE will be used primarily to fund the
AdvertiseCast acquisition and to provide Libsyn with additional
capital for other strategic acquisitions. The closing of the PIPE
is subject to customary closing conditions and is expected occur
concurrent with the closing of the AdvertiseCast acquisition in Q2
2021.
Libsyn
was represented by West Arrow LLC who served as exclusive financial
advisor and Faegre Drinker Biddle & Reath LLP as legal
counsel. AdvertiseCast was represented by Telos Advisors LLC
who served as exclusive financial advisor and Burns & Levinson
LLP as legal counsel.
About Liberated Syndication
Liberated Syndication Inc. (“Libsyn”) is a world
leading podcast hosting network and has been providing publishers
with distribution and monetization services since 2004. In 2020,
Libsyn delivered over 6 billion downloads and hosted over 5.8
million media files from more than 75,000 podcasts. Podcast
producers choose Libsyn to measure their audience via IAB V2
certified stats, deliver popular audio and video episodes,
distribute their content through smartphone apps (iOS and Android),
and monetize via premium subscription services and advertising. The
Company also owns Pair Networks, founded in 1996, one of the oldest
and most experienced Internet hosting companies, providing a full
range of fast, powerful and reliable Web hosting
services.
Visit Libsyn on the web at
www.libsyn.com and visit Pair Networks
at
www.pair.com. Investors can visit
the Company at the “Investor Relations” section of
Libsyn’s website at
https://investor.libsyn.com.
About AdvertiseCast
AdvertiseCast, LLC (“AdvertiseCast”) was founded in
2016 and combines an
industry-leading ad buying and management platform with
full-service campaign management capabilities to reduce the typical
friction involved with podcast advertising. AdvertiseCast’s
proprietary software platform enables simple podcast advertising
campaign creation and management. Leading advertising agencies,
brands and content creators use AdvertiseCast to manage successful
campaigns to produce real results for advertisers, while providing
maximum return for publishers.
Visit AdvertiseCast on the web at https://www.advertisecast.com/.
Forward-Looking Statement
This press release includes statements which may constitute
forward-looking Statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking
statements can be identified by the use of words such as
“anticipate,” “believe,”
“could,” “estimate,” “expect,”
“feel,” “forecast,” “intend,”
“may,” “plan,” “potential,”
“predict,” “project,” “seek,”
“should,” “would,” “will,” and
similar expressions intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. Forward-looking statements contained herein may
relate to future events, including our financial
performance, the closing of the
AdvertiseCast acquisition and PIPE transactions, the anticipated
timing of the closing of the proposed
transactions, and the
integration of AdvertiseCast with Libsyn.
These statements are subject to risk, uncertainties and assumptions
as to future events and may differ materially from actual future
results or events. We disclaim any intention or obligation to
revise any forward-looking statements whether as a result of new
information, future developments or otherwise, except as required
by law. There are important risk factors that could cause actual
results to differ from those contained in forward-looking
statements, including, but not limited to, those related to the
outbreak of the coronavirus (“COVID-19”) and the global
spread of COVID-19 during 2020 and 2021, our change in business
strategy towards more heavy reliance upon on our new talent segment
and wholesale channels, our recent management and Board of
Directors changes, actions of regulators concerning our business
operations or trading markets for our securities, the extent to
which we are able to develop new services and markets for our
services, our significant reliance on third parties to distribute
our content, the level of demand and market acceptance of our
services and the "Risk Factors" set forth in our most recent Annual
Report on Form 10-K, Quarterly Reports on 10-Q and other Securities
and Exchange Commission filings.
Contact:
At Libsyn:
Laurie Sims, President and Chief Operating Officer
Liberated Syndication
investor@libsyn.com
Adam Prior, SVP
The Equity Group Inc.
(212) 836-9606
aprior@equityny.com