Juniper Partners Acquisition Corp., which completed its IPO on July 15, 2005 when it raised $17,395,750, has announced that it has signed a definitive agreement to acquire Firestone Communications.
Juniper Partners Acquisition Corp. Signs Definitive Agreement to Acquire Firestone Communications, Inc.
Wednesday August 16, 7:30 am ET
Sorpresa!, the First Hispanic Children's Television Network, Acquired as Part of the Transaction
Capitalizes on the Accelerating Roll-Out of Digital Cable and the Fast Growing Hispanic Demographic
NEW YORK--(BUSINESS WIRE)--Aug. 16, 2006--Juniper Partners Acquisition Corp. (OTCBB: JNPPA - News, JNPPB - News) announced today that it signed a definitive agreement and plan of merger to acquire Firestone Communications, Inc., a privately-held company based in Fort Worth, Texas, that owns and operates Sorpresa!, the first "in language" children's television network and digital community for Hispanic youth. The Boards of Directors of both companies and the stockholders of Firestone have approved the transaction, which is expected to close in the fourth quarter of 2006. Firestone will become a wholly owned subsidiary of Juniper Partners Acquisition Corp., which will change its name to Juniper Content Corporation and seek a NASDAQ listing on closing.
Under the terms of the merger agreement, Firestone stockholders will receive 2.8 million shares of Juniper stock, subject to a 300,000 share reduction for a working capital adjustment at closing, along with 250,000 warrants to purchase Juniper stock on the same terms and conditions as Juniper's Class W and Z warrants currently outstanding, in equal proportions, exercisable at $5 per share. Based on the closing price of Juniper's Class B stock and warrants on August 14, 2006, such securities had a value of approximately $14,150,000. Firestone will be allowed to have up to $3 million of long term debt at the time of closing.
Juniper's current stockholders will own approximately 55% and Firestone stockholders will own 45% of Juniper's outstanding shares on closing. In addition, Firestone stockholders may receive up to 2 million additional warrants to purchase Juniper stock on the same terms and conditions as class W and Z warrants currently outstanding, in equal proportions, based on achieving designated subscriber and revenue milestones. This contingent consideration is payable in 500,000 warrant increments upon Firestone achieving subscriber targets of 3.5 million subscribers and 4.5 million subscribers in 2007 and 2008, respectively, and achieving revenue targets of $20 million and $30 million in 2007 and 2008, respectively.
Firestone Communications was established in early 2003 by Leonard Firestone, his brothers Christopher and Curtis, and a group of investors. It founded and operates Sorpresa!, the first Hispanic children's television network and digital community. Sorpresa! has affiliation agreements with all the major multi-system operators (MSOs) including Time Warner, Cox, Comcast, Cablevision, Charter and the National Cable TV cooperative and today has more than 600,000 subscribers in 21 of the top 25 Hispanic television markets and reaches 7.5 million Hispanic households through its relationship with Azteca America. Its programming is also available through Verizon and on a VOD basis through AOLTV, Google, MobiTV and Akimbo. It offers a digital community for 6 to 14 year-olds, and also appeals to a broader 2 to 17 year-old demographic with original, culturally-relevant, educational, sports, live-action, animation and news programming on a 24-hour basis. In addition to Sorpresa!, Firestone operates a state-of-the-art network origination and uplink business and a full service production and creative service facility.
"The acquisition of Firestone Communications will create significant value for Juniper by allowing us to benefit from the substantial impact of the growth of the Hispanic population on the media marketplace," stated Stuart B. Rekant, Chairman and CEO of Juniper. "It brings us Sorpresa!, a nationally recognized Hispanic children's television network, and a talented management team experienced in broadcasting and cable, Spanish-language programming and creative services, together with its state-of-the-art equipment and facility. Sorpresa!'s affiliation agreements with all the major cable operators enable it to benefit from the accelerating roll-out of digital cable. The growing importance of Hispanic digital tiers in attracting subscribers to their new, enhanced services should enable Sorpresa! to substantially increase its current subscriber base."
Mr. Rekant added, "Firestone will serve as a platform for our multi-platform strategy and will support the creation and acquisition of other branded content services that will contribute to our growth in addition to the continued growth of the Sorpresa! digital community. Juniper also benefits from the addition of Firestone Board Members Bert A. Getz, Jr. and Raymond K. Mason, with his successful history of media investing, joining as Vice-Chairman. As this is an all-stock transaction, the Firestone stockholder base has essentially reinvested with Juniper since their capital remains committed to Juniper's growth plans."
Leonard Firestone, Chairman and CEO of Firestone, stated, "We recognized early on that there was a terrific market opportunity in a programming service dedicated to Hispanic youth. We are now at an inflection point in our business where we can more readily provide Sorpresa! to the growing Hispanic marketplace in the United States. Based upon the ongoing rollout of Hispanic tiers, we believe we will exit 2006 with over one million subscribers, putting us in a position to double our subscriber base by early next year. This subscriber level will allow us to gain the attention of large, national advertisers and their agencies to better access Hispanic advertising spending, which is growing twice as fast as any other segment of the US media market. In addition, the Hispanic media ad share gap to traditional media is starting to close as dollars being spent on advertising to this demographic move closer to the Hispanic proportion of the population as advertisers allocate larger portions of their budgets to this audience. Juniper's capital and media-experienced management are a powerful combination for us as we continue to move forward in this very exciting marketplace. These elements will allow us to enhance our programming line up, support increased marketing initiatives, and further our subscriber growth, taking advantage of Sorpresa!'s "first-mover" status and its understanding of the expanding Hispanic marketplace."
Upon completion of this transaction, Juniper will continue to be based in New York. Firestone will operate from its facilities in Fort Worth. Mr. Rekant will remain Chairman and CEO of Juniper and will become Chief Executive Officer of Firestone. Leonard Firestone will serve as Firestone's President and Chief Operating Officer. Juniper's board of directors will be comprised of seven Directors, including Mr. Rekant and two of Juniper's existing directors. Three directors will join from Firestone, including Mr. Mason and Mr. Getz, and the parties will also mutually select a seventh director.
Juniper raised $17.4 million in July, 2005 to pursue a business combination in the media and entertainment sector. It currently has approximately $15 million in cash held in trust, up to $5 million of which is to be designated for Firestone's business plan. The acquisition is expected to close in the fourth quarter of 2006, subject to regulatory approvals and customary closing conditions and the approval of the holders of at least a majority of Juniper's Class B stock voted on the transaction, subject to the holders of less than 20% of the Class B stock voting against the transaction and exercising certain corresponding conversion rights.
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