MIAMI, Sept. 8,
2022 /PRNewswire/ -- Hemisphere Media Group, Inc.
(Nasdaq: HMTV) ("Hemisphere" or the "Company"), a leading pure-play
U.S. media company targeting the high growth U.S. Hispanic and
Latin American markets with prominent broadcast, cable television
and digital content platforms, today announced that its
stockholders approved the acquisition of the Company by a
subsidiary of Gato Investments LP ("Gato"), a portfolio investment
of Searchlight Capital Partners, L.P. ("Searchlight").
The final voting results will be filed in a Form 8-K with the
U.S. Securities and Exchange Commission.
Subject to the terms of the definitive merger agreement
announced on May 10, 2022, the
Company's stockholders will receive $7.00 per share in cash. The Company expects to
announce consummation of the merger within the coming days, subject
to the satisfaction of certain customary closing conditions. Upon
closing of the transaction, the Company's common stock will no
longer be listed on the Nasdaq stock market.
Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of the "safe harbor" provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21 E of the
Securities Exchange Act of 1934, as amended, including statements
about the potential benefits of the proposed acquisition,
anticipated growth rates, the Company's plans, objectives,
expectations, and the anticipated timing of the closing of the
proposed transaction. When used in this communication, the words
"believes," "estimates," "plans," "expects," "should," "could,"
"outlook," "potential," "forecast," "target" and "anticipates" and
similar expressions as they relate to the Company or its management
are intended to identify forward-looking statements.
Forward-looking statements are based on a number of assumptions
about future events and are subject to various risks, uncertainties
and other factors that may cause actual results to differ
materially from the views, beliefs, projections and estimates
expressed in such statements. These risks, uncertainties and other
factors include, but are not limited to, those discussed under
"Risk Factors" in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2021,
filed with the SEC on March 16, 2022,
and the following: (1) the timing, receipt and terms and conditions
of any required governmental or regulatory approvals of the
proposed transaction that could reduce the anticipated benefits of
or cause the parties to abandon the proposed transaction; (2) risks
related to the satisfaction of the conditions to closing (including
the failure to obtain necessary regulatory approvals or the
necessary approvals of the Company's stockholders) in the
anticipated timeframe or at all; (3) the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of the Company's common stock;
(4) disruption from the proposed transaction making it more
difficult to maintain business and operational relationships,
including retaining and hiring key personnel and maintaining
relationships with the Company's customers, vendors and others with
whom it does business; (5) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
proposed transaction agreement entered into in connection with the
proposed transaction; (6) risks related to disruption of
management's attention from the Company's ongoing business
operations due to the proposed transaction; (7) significant
transaction costs; (8) the risk of litigation and/or regulatory
actions related to the proposed transaction or unfavorable results
from currently pending litigation and proceedings or litigation and
proceedings that could arise in the future; (9) other
business effects, including the effects of industry, market,
economic, political or regulatory conditions; (10) the ability to
meet expectations regarding the timing and completion of the
proposed transaction; (11) information technology system failures,
data security breaches, data privacy compliance, network
disruptions, and cybersecurity, malware or ransomware attacks; and
(12) changes resulting from the COVID-19 pandemic, which could
exacerbate any of the risks described above. Readers are cautioned
not to place undue reliance on forward-looking statements made by
or on behalf of the Company. Each such statement speaks only as of
the day it was made. The Company undertakes no obligation to update
or to revise any forward-looking statements. The factors described
above cannot be controlled by the Company.
About Hemisphere Media Group, Inc.
Hemisphere Media Group, Inc. (HMTV) is the only publicly traded
pure-play U.S. media company targeting the high-growth U.S.
Hispanic and Latin American markets with leading television,
streaming and digital content platforms. Headquartered in
Miami, Florida, Hemisphere owns
and operates five leading U.S. Hispanic cable networks, two Latin
American cable networks, the leading broadcast television network
in Puerto Rico, the leading
Spanish-language subscription streaming service in the U.S., a
Spanish-language content distribution company and has an ownership
interest in a leading broadcast television network in Colombia.
About Searchlight
Searchlight is a global private investment firm with over
$10 billion in assets under
management and offices in New
York, London and
Toronto. Searchlight seeks to
invest in businesses where its long-term capital and strategic
support accelerate value creation for all stakeholders. For more
information, please visit www.searchlightcap.com.
Contacts:
Edelman
Smithfield for Hemisphere Media Group
Ashley Firlan
917-640-4196
Ashley.Firlan@edelmansmithfield.com
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SOURCE Hemisphere Media Group, Inc.