TM Entertainment & Media, Inc. (stock symbol: [t]TMI[/t]), which raised $82,040,000 when it went public on October 18, 2007, has announced that it has reached an agreement to acquire Mandefu Holdings Limited (d/b/a China MediaExpress, "China’s largest television advertising operator on inter-city express buses."
TM Entertainment and Media, Inc. to Combine with Hong Kong Mandefu Holdings Limited (d/b/a China MediaExpress "CME")
Highlights
-- CME operates the largest television advertising network on inter-city express buses in China
-- Highly effective and efficient advertising network of approximately 35,000 installed televisions in over 16,000 buses in nine of China’s most prosperous regions
-- Long-term agreements in place with 40 bus operator partners
Selected by China’s Ministry of Transport to be the strategic alliance partner for a nationwide in-vehicle television system on buses
The Market
-- The economies of 8 of the 10 (and 40 of the 50) fastest growing cities worldwide in 2008 were in China
-- CME’s network covers 80% of these cities
-- China’s advertising market is one of the fastest growing in the world
-- Second largest advertising market in Asia and the fifth largest in the world in 2007
-- Out-of-home advertising is China’s third largest advertising medium which totaled $2.7 billion in 2007 and is expected to grow 18% annually to $5 billion in 2011
Financial Results
-- CME has achieved strong revenue growth and profitability since its inception in 2003
-- 2008 net revenue of $63.0 million1, increased 123% over 2007
-- 2008 net income of $26.4 million1, increased 246% over 2007
-- 269% CAGR in net revenue from 2006-2008
-- 404% CAGR in net income from 2006-2008
The Transaction
-- Attractive valuation and structure
-- Fully-diluted transaction valuation of 6.3x 2009E net income
-- TM to issue 19.5 million common shares and $20.0 million in cash in exchange for 100% of CME for total initial consideration of approximately $174.2 million
-- Significant stock based earn-out of up to 15.0 million shares over a three-year period
On Monday May 4, 2009, 8:30 am EDT
NEW YORK & FUZHOU, China--(BUSINESS WIRE)--TM Entertainment and Media, Inc. (NYSE Amex: TMI; TMI/U; TMI/WS) (“TM”) and privately-held Hong Kong Mandefu Holdings Limited (d/b/a China MediaExpress) (“CME” or the “Company”) today announced that they have entered into a definitive share exchange agreement whereby TM will issue at closing 19.5 million new common shares and $20.0 million in cash in exchange for 100% of the outstanding equity of CME, subject to TM shareholder approval. Upon the closing of the transaction, which is anticipated in the third quarter of 2009, TM will change its name to China MediaExpress Holdings, Inc.
Since its inception in November 2003, CME has grown rapidly to become China’s largest television advertising operator on inter-city express buses. The Company generates revenue by selling advertisements on its network of television displays installed on over 16,000 express buses originating in nine of China’s most prosperous regions, including the four municipalities of Beijing, Shanghai, Tianjin and Chongqing and five economically prosperous provinces, namely Guangdong, Jiangsu, Fujian, Sichuan and Hebei. These nine regions in aggregate generated nearly half of China’s GDP according to the National Bureau of Statistics of China.
CME installs displays and automated control systems on the buses owned by bus operator partners where it provides 30 minutes of entertainment content followed by 10 minutes of advertising. The Company has long-term agreements in place with 40 bus operator partners ranging from five to eight years. Additionally, the Company has entered into a cooperation agreement with an entity affiliated with the Ministry of Transport of the People’s Republic of China to be the strategic alliance partner in the establishment of a nationwide in-vehicle television system that displays copyrighted programs on buses traveling on highways in China.
The Company’s ability to reach large audiences in a cost effective manner in a captive environment for a prolonged period of time has shown to be highly attractive to advertisers. A monthly average of approximately 60 million passengers travel on inter-city express buses within the Company’s network. As a result, CME has attracted numerous well-known international and national brands to its advertising network including Coca Cola, Pepsi, Siemens, Hitachi, China Telecom, China Mobile, China Post, Toyota, Bank of China and China Pacific Life Insurance.
CME has generated rapid revenue and profitability growth since inception. In 2008 net revenue grew to $63.02 million compared to $25.83 million in 2007 and $4.04 million in 2006. Net income in 2008 was $26.42 million, compared to $7.03 million in 2007 and $0.94 million in 2006. The Company has a strong balance sheet and no debt.
The Transaction
Under the terms of the transaction, the Company’s shareholders will receive 19.5 million TM shares and $20.0 million in cash upon the closing of the transaction.
Stock-based Earn-out – CME shareholders may earn up to an additional 15.0 million shares of TM subject to the achievement of the following net income targets for 2009 - 2011:
Year Net Income (RMB) Net Income (US$)5
Shares
2009 287.0 million $42.0 million 1.0 million
2010 570.0 million $83.5 million 7.0 million
2011 889.0 million $130.2 million 7.0 million
Warrant Proceeds – CME shareholders are entitled to receive up to $20.9 million of the cash proceeds from the exercise of TM’s publicly held warrants.
After the closing, there will be approximately 28.9 million basic and 32.7 million fully diluted ordinary shares outstanding (assuming 29.99% conversion rights are exercised). On a fully diluted basis, CME shareholders will retain approximately 60% of the outstanding equity of the surviving company, increasing to approximately 72% ownership if the full earn-out is achieved (assuming 29.99% conversion rights are exercised).
The transaction is subject to the review of TM’s proxy materials by the Securities and Exchange Commission, approval by the holders of TM common stock, and other customary closing conditions.
The Company is led by an experienced management team committed to its long-term success. The Company’s senior management includes Founder, Chairman and CEO, Zheng Cheng; COO, Jian Yu; Chief Marketing Officer, Jinglong Du; and CFO, Zhuofeng Zheng, all of whom will remain with the merged company following the transaction.
Under the definitive agreement TM’s current shareholders have the right to designate two of seven Board members.
Commenting on the transaction, Theodore S. Green, TM’s Co-CEO, stated, “Immediately after TM’s IPO, we initiated our search for a business combination partner in the entertainment and media industry, seeking a well-managed, profitable, growth company. Over the last year and half, we looked at numerous candidates and believe we have found an ideal partner. We are very impressed with CME’s exceptional success building a multi-million dollar company from the ground up in just over five years, and are convinced by the Company’s prospects for continued growth.”
Cheng Zheng, CME’s Founder and CEO, added, “We believe going public through this transaction is a logical next step for CME and we look forward to taking the Company to the next level of growth by further expanding our inter-city express bus advertising network. Today, CME is China’s largest media company specializing in inter-city bus TV advertising. According to CTR Market Research, the highway network covered by CME includes more than 3,000 cities. As the Chinese government actively boosts domestic demand to stimulate the economy, our market opportunity will continue to grow. The Chinese highway system is the second longest in the world in terms of mileage, and based upon government expansion plans, within the next three years the Chinese highway system should become the world’s longest. The above factors will enable us to continue to grow significantly in the coming years. We are pleased to be partnering with the TM team, which has a great deal of experience in the media and entertainment sectors.”
Growth Drivers
The Company expects to benefit from:
-- The increase in the number of passengers using inter-city buses due to their low cost, high frequency and point-to-point convenience covering major cities as well as small to mid-sized cities in China, vs. railroad and plane travel;
-- Significant government funded expansion and improvement of the highway transportation system;
-- Long-term agreements with 40 bus operator partners and a cooperation agreement with China’s Ministry of Transport, which create significant barriers to entry for potential competitors;
-- Other advertising growth opportunities in China;
-- China’s rapid and sustained economic growth and increases in disposable income and consumption;
-- Continued increases in advertising spending in China, projected to remain one of the fastest growing advertising markets in the world, growing at a CAGR of 12.8% from 2007 – 2011;
-- China having one of the lowest levels of advertising spending per capita, and as a percentage of GDP compared to more developed countries or regions of the world, which provides significant potential for future growth.
Malcolm Bird, TM’s Co-CEO, commented, “More and more, out-of-home advertising networks are gaining increasing acceptance in China as they offer advertisers a low cost new media alternative to reach audiences more effectively, and to supplement traditional advertising media, such as television, magazine and radio. With a projected annual growth rate of 18%, out-of-home advertising spending in China is expected to reach $5.0 billion by 2011. We are confident in CME’s ability to continue to execute on its growth strategy to expand its current inter-city express bus network, as its current bus operator partners enlarge their fleets, by establishing additional agreements with new bus operators and signing additional advertisers as customers.”
Mr. Green concluded, “We believe this transaction represents a very attractive investment opportunity for TM stockholders. We look forward to keeping investors apprised of our progress throughout the process.”
Roadshow Schedule
The management of TM and CME will hold meetings with current and potential investors prior to the completion of the acquisition to further discuss the transaction. If any accredited investors are interested in meeting with management, contact Lena Cati of The Equity Group at 212-836-9611 or lcati@equityny.com.
Pali Capital, Inc. is acting as financial advisor to TM, and Morrison Cohen LLP is acting as legal advisor to TM on this transaction.
Loeb & Loeb LLP is acting as legal advisor to CME on this transaction.
For additional information on the acquisition reference the Form 8-K that will be filed by TM on May 4, 2009, which can be obtained without charge at the Securities and Exchange Commission's web site (http://www.sec.gov).
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