Leading Direct-to-Consumer and E-Commerce
Provider to the Entertainment Industry to Commence M&A Roll-Up
Initiative and Investments in Automation and Proprietary Software
to Drive Increased Market Share & Dominant Position in Physical
Media
Chairman Bruce Ogilvie and CEO Jeff Walker Will
Continue to Lead the Combined Company Along with its Current Proven
Management Team
Alliance Entertainment Holding Corporation ("Alliance
Entertainment"), a distributor and wholesaler of the world’s
largest in stock selection of music, movies, video games,
electronics, arcades, and collectibles, and Adara Acquisition Corp.
(“Adara”) (NYSE American: ADRA, ADRA.U, ADRA.WS), a special purpose
acquisition corporation, have completed the previously announced
business combination which was approved at an Extraordinary General
Meeting of Adara’s shareholders on January 18, 2023.
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the full release here:
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Beginning on February 13, 2023, Alliance Entertainment’s shares
and warrants will be quoted on the OTC under the ticker symbols
“ADRA” and “ADRA WS”, respectively. The new CUSIP number for the
shares will be 01861F102 and the CUSIP number for the warrants will
be 01861F110. Concurrent with Alliance Entertainment’s OTC
quotation, Adara Acquisition Corp. has been delisted from the NYSE
American. Alliance Entertainment also intends to seek to list on
the Nasdaq Capital Market as soon as practicable after the close of
the Business Combination and subject to satisfying the conditions
for initial listing.
Chairman Bruce Ogilvie and CEO Jeff Walker will continue to lead
the combined company, along with its current proven management
team.
This transaction values Alliance Entertainment at approximately
$480 million. As a public company, Alliance expects to be able to
make further investment in growth including automating facilities,
upgrading proprietary software that positions Alliance
Entertainment to increase market share. Management believes the
transaction also positions the Company to drive inorganic growth
through a roll-up strategy of acquiring and integrating competitors
and complementary businesses.
“We believe that today’s milestone combined with our strong
revenue growth, expanding customer base and product offering, and
several successful acquisitions, will help accelerate our future
expansion initiatives,” said Jeff Walker, CEO of Alliance
Entertainment. “Alliance Entertainment today is well positioned to
continue to capitalize on shifts towards eCommerce and Omni-Channel
strategies, especially with retailers and manufacturers vastly
increased reliance on their DTC (Direct to Consumer) fulfillment
and distribution partners. We are at an inflection point that now
positions us to execute a multi-prong growth strategy that we
expect will deliver a double-digit revenue growth rate with strong
cash generation to the bottom line.”
Bruce Ogilvie, Chairman of Alliance Entertainment, added,
“Moreover, this business combination will further enable our
significant focus on a strategic roll-up strategy of acquiring and
integrating competitors and complementary businesses which we
believe will drive an accelerated competitive position and value
creation. Combined with further investment including automating
facilities and upgrading proprietary software, we are confident we
can grow revenue and expand margins. In this next phase of our
development, we expect to see growth from enhancing our DTC
relationships to grow existing revenue lines and improving
capabilities which will generate a more attractive overall service
offering. We will also continue to expand into new consumer product
segments, growing our product offering and providing more to our
existing customer base while attracting new customers in the
process. The board of Alliance Entertainment would like to thank
the team at Adara and its group of investors for the successful
completion of the business combination.”
Tom Finke, CEO & Chairman of Adara Acquisition Corp.,
commented, “We congratulate Alliance Entertainment on today’s
accomplishment and look forward to their continued evolution as a
leading DTC and eCommerce provider for the entertainment industry.
We are confident Alliance Entertainment will provide shareholders
with a diversified investment alternative as one of the largest
physical media and entertainment product distributors in the world.
We believe their expanding use of automation technology to further
impact efficiency, cost, and capacity for future growth will
deliver long-term value. We look forward to collaborating with
Alliance Entertainment as they strategically position the company
to achieve its growth objectives.”
Advisors
ThinkEquity acted as the advisor to Adara Acquisition Corp. in
connection with the business combination. Blank Rome LLP served as
legal advisor to Adara Acquisition Corp. in connection with the
business combination. Alliance Entertainment was represented in the
transaction by John Frankenheimer, Mitchell Nussbaum, Jessica
Isokawa and David Flemming from Loeb & Loeb LLP, and were
advised by Jeff Franklin of ATI.
Alliance Entertainment Highlights
With more than thirty-five years of distribution experience,
Alliance Entertainment serves customers of every size, providing a
robust suite of services to resellers and leading retailers
worldwide. The Company’s efficient processing and essential seller
tools noticeably reduce the costs associated with administrating
multiple vendor relationships, while helping omni-channel retailers
expand their product selection and fulfillment goals.
Alliance stocks over 485,000 unique entertainment products from
Microsoft, Nintendo, Activision, Electronic Arts, Sega, Funko,
Disney, Warner Home Video, Universal Video, Sony Pictures, Fox,
Lionsgate, Paramount, Warner Music, Sony Music, Universal Music,
Mattel, Lego, Hasbro, Arcade1Up, and over 500 additional
Entertainment product manufacturers.
Through the exclusive distribution divisions of AMPED,
Distribution Solutions, and Cokem, Alliance is the exclusive
distributor of over 57,300 unique Vinyl, CD, DVD, and Video Game
products to retailers worldwide.
eCommerce fulfillment is a cornerstone of Alliance’s success and
a significant growing division with over 38% of the companies $1.4
billion in sales being delivered directly to consumers homes. In
2021 over 13,845,000 products were delivered as a drop shipper for
Amazon, Walmart, Best Buy, Wayfair, GameStop, Kohls, Target, and
hundreds of additional eCommerce customers. The DTU division of
Alliance also has its own websites and retail brands such as
Deepdiscount.com, Popmarket.com, Importcds.com, Critic’s Choice
Video, Collectors Choice Music, and Movies Unlimited. In addition,
the Company has worldwide accounts on eBay, Amazon Marketplace,
Discogs, and many more.
Through strategic acquisitions led by Bruce and Jeff, Alliance
Entertainment has expanded its relationships with leading media
brands and global retailers, as well as diversified its product
offerings. As a public company, Alliance Entertainment will enhance
its ability to pursue future acquisitions, while also investing in
further automation of its distribution facilities and upgrading its
proprietary suite of software.
About Alliance Entertainment
Alliance Entertainment is a premier distributor of music,
movies, and consumer electronics. We offer 485,000 unique in stock
SKUs, including over 57,300 exclusive compact discs, vinyl LP
records, DVDs, Blu-rays, and video games. Complementing our vast
media catalog, we also stock a full array of related accessories,
toys and collectibles. With more than thirty-five years of
distribution experience, Alliance Entertainment serves customers of
every size, providing a robust suite of services to resellers and
retailers worldwide. Our efficient processing and essential seller
tools noticeably reduce the costs associated with administrating
multiple vendor relationships, while helping omni-channel retailers
expand their product selection and fulfillment goals. For more
information visit www.aent.com.
About Adara Acquisition Corp.
Adara securities have been listed on the NYSE American under the
ticker symbols "NYSE: ADRA, ADRA.U, ADRA.WS". Adara is a blank
check company organized for the purpose of effecting a merger,
share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business
combination with one or more businesses or entities. Adara is led
by its CEO, Thomas Finke (former Chairman and CEO of Barings LLC)
and its director, W. Tom Donaldson (founder of Blystone &
Donaldson). In addition to Messrs. Finke and Donaldson, Adara’s
Board of Directors also include Frank Quintero, Dylan Glenn and
Beatriz Acevedo-Greiff. To learn more, please visit:
https://www.adaraspac.com
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should,"
"would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity,
expectations and timing related to Alliance Entertainment’s
business, customer growth and other business milestones, potential
benefits of the proposed business combination (the "Proposed
Transactions"), and expectations related to the timing of the
Proposed Transactions.
These statements are based on various assumptions, whether or
not identified in this press release, and on the current
expectations of Adara’s and Alliance Entertainment’s management and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by an investor as,
a guarantee, an assurance, a prediction, or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of Alliance Entertainment and Adara.
These forward-looking statements are subject to a number of
risks and uncertainties, including changes in domestic and foreign
business, market, financial, political, and legal conditions;
failure to realize the anticipated benefits of the merger; risks
relating to the uncertainty of the projected financial information
with respect to Alliance Entertainment; risks related to the music,
video, gaming, and entertainment industry, including changes in
entertainment delivery formats; global economic conditions; the
effects of competition on Alliance Entertainment’s future business;
risks related to fulfilment network; risks related to expansion and
the strain on Alliance Entertainment’s management, operational,
financial, and other resources; risks related to operating results
and growth rate; risks related to Alliance’s high levels of debt,
including risks of covenant breaches; the business could be harmed
by the amount of redemption requests paid to Adara’s public
stockholders; and those factors discussed in Adara’s definitive
Proxy Statement on Form S-4 filed with the SEC on December 12, 2022
under the heading "Risk Factors," and the Current Report on Form
8-K filed on June 23, 2022 and other documents of Adara and
Alliance filed, or to be filed, with the SEC.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
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For investor inquiries, please contact: MZ Group
Chris Tyson/Larry Holub (949) 491-8235 AENT@mzgroup.us
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