ValueVision International, Inc. and National Media Corporation Announce Mailing of Joint Proxy Statement
Merger Will Create Quantum Direct Corporation; Broad-Based, Global Leader in Electronic Direct Response
MINNEAPOLIS and PHILADELPHIA, March 17 /PRNewswire/ -- ValueVision International, Inc. (Nasdaq: VVTV - news), an integrated electronic and print media direct marketing company and the nation's third-largest television home shopping network, and National Media Corporation (NYSE: NM - news), the largest publicly held infomercial company, today announced that the S-4 Registration Statement with respect to the proposed merger between ValueVision and National Media, has become effective, and the related proxy statement is being mailed to shareholders.
The combined company, called Quantum Direct Corporation, will be a global leader in direct response marketing. Quantum Direct will capitalize on the natural synergies between its core home-shopping and infomercial businesses while expanding its reach to consumers through such additional channels as mail-order, short-form direct response and Internet retail. The combined company will have pro forma revenues of approximately $500 million, and reach over 370 million television households in more than 70 countries.
In connection with the transaction, ValueVision and National Media have called respective special meetings of shareholders to be held on April 14, 1998 to consider the merger. ValueVision shareholders will receive 1.19 shares in Quantum Direct for each ValueVision share held, and National Media stockholders will receive one share in Quantum Direct for each share held. It is estimated that current ValueVision and National Media shareholders will own 55% and 45% of Quantum Direct common stock, respectively. Assuming approval of the merger from shareholders of both companies on April 14th, management expects to complete the transaction on or about April 17, 1998.
Robert L. Johander, Chief Executive Officer and Chairman of the Board of ValueVision, and prospective Co-Chairman of Quantum Direct, noted, ''This merger will create the broadest-based electronic retailing company in the world, enjoying unprecedented consumer reach and frequency. Quantum Direct will have the financial resources to market its merchandise on a global basis, as well as significant new growth opportunities via further international expansion and increased customer penetration. The company will also exploit the natural synergies between its home shopping and infomercial formats to establish an integrated, efficient direct television marketer, and will continue to grow its mail order operations.
''The merger also provides significant opportunities to streamline the operations of the combined company,'' continued Mr. Johander. ''Management has identified approximately $12 million in annualized cost savings through consolidation of duplicative facilities and elimination of redundant SG&A and other direct expenses. Quantum Direct also will actively seek additional cost efficiencies in advertising and purchase of media time and will use its enhanced leverage to reduce product purchasing costs.''
Frederick S. Hammer, National Media's Chairman of the Board and prospective Co-Chairman of Quantum Direct, commented, ''This business combination will create a unique, multi-faceted direct response powerhouse. Our primary platform - television -- is the world's most influential marketing medium. Quantum Direct's well-regarded production and creative capabilities, along with its international infrastructure, will enable us to capitalize on the power of television as a direct selling tool.''
National Media Corporation is the world's largest publicly held infomercial company. It broadcasts more than 3,000 half-hours of programming each week, reaches 90 percent of television homes in the United States, and brings its programming to more than 370 million television households in more than 70 countries worldwide.
ValueVision International, Inc. is an integrated electronic and print media direct marketing company, and operates the nation's third-largest television home-shopping network. ValueVision offers live programming 24 hours per day, 7 days a week, in over 17 million cable-households. In addition, ValueVision operates several direct mail catalog operations. ValueVision's shares are traded on the Nasdaq Stock Market under the symbol VVTV. National Media's shares are traded on the New York Stock Exchange under the symbol NM. For additional information on ValueVision International, Inc. please visit its web site at vvtv.com vvtv.com.
(Note: The Private Securities Litigation Reform Act of 1995 provides a ''safe harbor'' for forward-looking statements. Certain statements contained in this news release may contain forward-looking statements, including consummation of the National Media Corporation merger and potential cost savings following consummation of the merger. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including the possibility that the merger will not be consummated or that if consummated, the potential cost savings of the combined operations will not be realized. For more information on the potential factors that could affect each of the Companies' financial results, investors should refer to each of the Companies' SEC filings, including, but not limited to the companies' joint proxy statement dated March 16, 1998, and each of their annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.)
SOURCE: ValueVision International, Inc. |
