On December 5, 2005, Genius Products (GNPI) announced that it was entering into an agreement with The Weinstein Company LLC (TWC), whereby the two companies will form a joint venture “to exploit the exclusive U.S. home video distribution rights to all feature film and direct-to-video releases owned or controlled by TWC, and will include the existing home video distribution operations of Genius Products.” TWC will own 70% of the joint venture.
TWC is the multi-media company formed by Bob and Harvey Weinstein, the founders of Miramax. The recently formed company has received equity commitments totaling $490 million.
Some highlights from the DEF 14A filed on December 5, 2005:
Genius Products anticipates that the new venture will release to DVD a slate of approximately 20 theatrical films and a significant number of direct-to-video and library titles per year from TWC. Potential new releases may include sequels to successful franchises including SIN CITY and SCARY MOVIE. TWC’s first theatrical release, DERAILED starring Jennifer Aniston and Clive Owen, premiered November 11, 2005 and has garnered over $30 million in North American box office receipts since opening. Other upcoming theatrical releases in 2005 include MRS. HENDERSON PRESENTS, starring Judi Dench and Bob Hoskins, TRANSAMERICA, starring Felicity Huffman, WOLF CREEK, an Australian horror film, and THE MATADOR, starring Pierce Brosnan. The first home video releases from this venture are anticipated in March 2006.
Films acquired as part of the previously announced distribution deal between The Weinstein Company and Rainbow Media Holdings will also be included under this new agreement. The previously announced agreement includes films from Rainbow Media’s theatrical arm, IFC Films, and all original series, specials, documentaries and films produced by Rainbow Media’s national entertainment networks: AMC, Independent Film Channel (IFC), WE: Women’s Entertainment, and fuse.
Under the terms of the agreement, the new venture to be called Genius Products, LLC, (the “Distributor”) will operate the new distribution business and the existing business of Genius Products, Inc. The Distributor will hold the U.S. home video distribution rights to the TWC films and Genius Products will contribute to the Distributor substantially all of its assets, employees and existing businesses.
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After one year, TWC has the option of collapsing the joint venture into the GNPI corporate entity:
TWC’s 70% interest in the Distributor will be redeemable, at TWC’s option, for up to 70% of the outstanding common stock of Genius Products. The shares held by existing shareholders of Genius Products will remain outstanding and unchanged by this transaction.
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TWC will not own any of GNPI’s common stock, though it will be issued preferred shares that give it effective control of GNPI’s board of directors.
From the Form 8-K filed December 9:
At the Closing, the Company will also issue to TWC 100 shares of Series W Preferred Stock in the Company. The Series W Preferred Stock will provide TWC or its permitted transferees with (a) the right to elect five of the seven directors on the Company’s Board of Directors, (b) majority voting power over other actions requiring approval of the Company’s stockholders, and (c) the right to approve certain specified actions by the Company. The Series W Preferred Stock will have no rights to receive dividends and minimal liquidation value. On or prior to the Closing, the Company will amend and restate its Certificate of Incorporation to, among other things, provide for the designation of the Series W Preferred Stock.
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