Written Consents Received (6052E)
April 08 2011 - 9:51AM
UK Regulatory
TIDMBLNX TIDMBRST
RNS Number : 6052E
Blinkx Plc
08 April 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
For immediate release
8 April 2011
ACQUISITION
OF
BURST MEDIA CORPORATION
BY
BLINKX PLC
Requisite Written Consents received from Burst Stockholders
Further to today's joint announcement by Burst Media Corporation
and blinkx plc of the proposed acquisition of Burst by blinkx, the
Boards of blinkx and Burst are pleased to announce that irrevocable
and unconditional written consents ("Written Consents") have been
received from stockholders holding an aggregate of 82.3 per cent of
the existing issued Burst Shares. Subject to satisfaction of the
remaining conditions, it is expected that the Acquisition will
complete on 9 May 2011.
The Directors of Burst have provided their Written Consent over
their entire beneficial interest of Burst Shares, amounting to an
aggregate of 21,267,468 Burst Shares representing approximately
29.7 per cent. of the existing issued Burst Shares of common stock
of Burst.
Other Burst Stockholders, from whom Written Consents in respect
of their entire beneficial interest have been received, amount to
an aggregate of 37,670,596 Burst Shares, which represents
approximately 52.6 per cent. of the existing issued Burst
Shares.
Settlement Arrangements
Burst Stockholders will shortly be sent a Notice pursuant to
Section 2-505(b) of the MGCL. As soon as reasonably practicable
following the Closing Date, each person who is a Stockholder at the
Closing Date will be posted a Letter of Transmittal, which will
contain instructions with regards to the actions to be taken to
submit the certificates which represented their Burst Shares at the
Closing Date to the Exchange Agent and to receive in return the
relevant consideration due to them pursuant to the Merger
Agreement.
Settlement of the consideration due pursuant to the Merger
Agreement cannot take place until the return of the completed and
signed documentation.
Cancellation of Burst's AIM Admission
In connection with the Acquisition, notice is hereby given that
Burst intends that the cancellation of admission to trading of the
Burst Shares on the AIM Market of the London Stock Exchange ("AIM")
(the "Cancellation") will become effective at 7:00 a.m. on 12 May
2011. The Cancellation is conditional upon the completion of the
Acquisition in accordance with the terms of the Merger
Agreement.
It is also expected that the Burst Shares will be suspended from
trading on AIM from 7:30 a.m. on 9 May 2011 until Cancellation. If
the Acquisition does not complete, the suspension will be
lifted.
Definitions
All definitions contained in this announcement will have the
same meaning as defined in the joint announcement made by blinkx
and Burst released on 8 April 2011.
Enquiries:
blinkx plc
Suranga Chandratillake, Chief Executive
Officer +1 415 655 1450
Jonathan Spira, Chief Financial Officer
Burst Media Corporation
Jarvis Coffin, Chief Executive Officer +1 781 852 5271
Steve Hill, Chief Financial Officer
Canaccord Genuity Limited (Financial Adviser
to blinkx)
Rory O'Sullivan +44 20 7050 6500
Christopher Fincken
Citigroup Global Markets Ltd (NOMAD and
Broker to blinkx)
Charles Lytle +44 20 7986 4000
Christopher Wren
Altium (Financial Adviser and NOMAD to Burst)
Tim Richardson +44 20 7484 4040
Paul Chamberlain
Financial Dynamics (PR Adviser to blinkx)
Edward Bridges +44 20 7831 3113
Charles Palmer
Haya Herbert-Burns
Hudson Sandler (PR Adviser to Burst)
Nick Lyon +44 20 7796 4133
This information is provided by RNS
The company news service from the London Stock Exchange
END
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