MSHE Entertainment Signs to Acquire Control of Abrams/Gentile
LOS ANGELES, Oct. 1 /PRNewswire/ -- MSH Entertainment Corp.
(OTC Bulletin Board: MSHE) said today it had signed the definitive agreement
and had executed all of the closing documentation in its proposed acquisition
of a majority interest in privately held Abrams/Gentile Entertainment, one of
the nation's better known creators and producers of family entertainment,
including a long line of successful toys manufactured by many of the world's
major toy manufacturers.
Terms were not disclosed. Robert Maerz, chairman of MSHE said that "It is
the intention of all concerned that, assuming the relationship continues to
unfold as successfully as it has to date, we would hope to become one family
in the near future."
MSH, which stands for "make something happen", itself, is a
family-oriented company with interests in animation, publishing, music and
film production. It has worked with AGE since 1996 on the successful
syndicated animated television series "Van-pires."
AGE consists of four profitable operating divisions involved in the
creation of toys, licensing, television and stage production and the
application of technology in creating various modes of entertainment. Apart
from its licensed toy line designs, it has over 70 hours in its television
programming library and a variety of licensing agreements covering a range of
properties, merchandising and patents for "Flex Sensor" technology used in the
Power Glove.
Mr. Maerz estimated that the combined companies initially would have an
annualized revenue base of $15 million and would be "nicely profitable."
Commenting on the proposed transaction, Mr. Maerz noted that "We draw a
lot of enthusiasm for this combination from the many successful projects we
have worked on together over the past several years.
"Combining the management expertise of the two companies insures that MSH
will have its own creative pipeline of entertainment product, conceptualizing,
creating, developing producing and licensing both programming and ancillary
products.
"Our goal is to build a truly vertically integrated multi-media
entertainment company with strong emphasis on wholesome, family oriented
product."
Jonathan Stathakis, president of MSH added that "With the advent of the
internet and e-Commerce, we should be able to enhance our revenue stream by
retaining more of the sales and licensing revenue," noting that the Company
has made a major commitment specifically to exploit the Internet and web-site
technology.
MSH plans to finance the transaction with AGE through Berwind Capital, LP,
Philadelphia, under the direction of Mark E. Chesen, a managing partner. MSH
has entered into an exclusive, best efforts investment banking agreement with
Berwind for the AGE and future transactions. Berwind is an old-line private
investment and merchant banking firm specializing in middle-market companies.
Mr. Maerz explained that "Berwind has been particularly sensitive to our
desire to grow through acquisition without dilution of our shares."
The AGE transaction and future financing are expected to qualify MSHE for
listing on NASDAQ. In addition, the Company anticipates that it might
complete at least two more acquisitions "in the next several months" which
would then position the Company for a new round of financing, possibly through
a secondary public offering.
Mr. Maerz also said that although it plans to maintain a prominent
presence in Los Angeles, it would move its animation facilities and
post-production site from San Francisco to AGE's New York offices. He said
that all key management systems, financial and accounting services as well as
executive offices would be domiciled in New York as well.
AGE was founded in 1986 and has evolved from a creative think tank and
film design studio into a full service entertainment company. Its creations
span the entire range from children's playthings to complex concepts with
multiple characters and play patterns.
In the late 1980's AGE expanded its scope of product development into
children's television programming based on the property and related
merchandising opportunities. Among its programs, which were created, written,
produced and directed by John and Anthony Gentile, were "Visionaries," "Bucky
O'Hare," "Happy Ness: Secret of the Loch," "SkyDancers," "DragonFlyz" and,
of course, "Van-pires."
In 1998, AGE's Production and Technology division developed the Power
Glove, a peripheral control unit for Nintendo's 8-bit video game system. The
first virtual reality product to be produced for the consumer market, the
Power Glove grossed over $80 million worldwide, and enabled the company to
successfully diversify from basic children's toys to the cutting edge of
virtual reality, remaining technologically savvy to date.
In 1995 the company's most successful product to date, "SkyDancers," a
flying doll for girls, was licensed to Lewis Galoob Toys, and immediately
rocketed to become the number one selling toy in the world, selling 15 million
units and grossing $300 million worldwide. The toy was supported by extensive
worldwide merchandising activities, and AGE then produced 26 half-hours of
animated programming for the first run syndication market, airing in 1996 in
the U.S. market and worldwide throughout 1997 and 1998.
AGE co-produced two first run syndicated programs for the 1995 television
season, "Happy Ness Secret of the Loch" and "Jelly Bean Jungle." Both
properties are supported by toy lines from Galoob and Ertle Toys,
respectively. "Happy Ness" was awarded the "USA TODAY: Family Channel Award
for Children's Programming Excellence." "Jelly Bean Jungle" received a
Presidential Letter of Excellence from the White House.
"DragonFlyz", a variation of Sky Dancers designed for the boy's market,
was one of the hottest toys at: the 1996 Toy Fair and has proven to be equally
successful. Twenty-six half-hour animated episodes were produced for
"DragonFlyz," bringing a rating of number 1 in syndicated series for boys ages
2-11. Additionally, the series was broadcast worldwide by Gaumont Television
and "DragonFlyz The Legend" was released onto the home video market by
Columbia Tri-Star, selling nearly 300,000 units to date.
This news release includes certain statements that may be considered
forward-looking under the Private Securities Litigation Reform Act of 1995.
These statements are subject to a number of important risks and uncertainties
that could cause the contemplated transactions not to occur.
SOURCE MSH Entertainment Corp.
CO: MSH Entertainment Corp.; Abrams/Gentile Entertainment; Berwind Capital,
LP
ST: California, Pennsylvania
IN: ENT FIN
SU: TNM
10/01/98 12:34 EDT prnewswire.com
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