Wilhelmina to Go Public - a First In the Modeling Industry

"Wilhelmina has always been a pioneer in our industry -- we are at the top of our game for a reason," stated Wilhelmina President Sean Patterson. "We are now, once again, changing the landscape of the modeling business and will be able to offer our talent and clients an insurmountable advantage within the fashion, entertainment, music, sports and, of course, corporate communities."

Wilhelmina Models, founded 40 years ago by successful model Wilhelmina Cooper, is today one of the largest and most successful model management companies in the world representing women, men and children through its offices inNew York,Los Angeles, andMiami. Wilhelmina is responsible for the successful careers of an eclectic roster that includes Angelica Huston, Lauren Hutton, Beverly Johnson and Jessica Lange, Gabriel Aubry, Mark Vanderloo, Alex Lundqvist and more. As an innovator in the industry, Wilhelmina Artist Management was launched as the first fashion company to develop a specific division to exclusively represent premier talent in the worlds of music, sports and entertainment. Today, that division boasts a roster including music superstars Fergie, Natasha Bedingfield, Ciara, Brandy, as well as golf legend David Leadbetter and the recently created Wilhelmina 7. The division has secured commercial endorsements, fashion campaigns and sponsorships for its artists with companies such as Candie's shoes, Coca-Cola, Cover Girl, Dessert Beauty, Donna Karan, Hershey's, Hugo Boss, L'Oreal, Mattel, Nautica, Nestle, Nike, and Pizza Hut.

Upon the closing of the transaction, the Wilhelmina group will become the principal operating business of New Century, a public company, and New Century is expected to change its name to "Wilhelmina International, Inc."

Dieter Esch, Co-Chairman of Wilhelmina International, Inc., commented, "This transaction is truly a win-win for Wilhelmina, its owners and for New Century. Not only will public ownership of Wilhelmina permit Wilhelmina to take greater advantage of numerous compelling opportunities in the marketplace, but this transaction will also significantly enhance the quality and perspective of professionals involved in Wilhelmina's business at the talent booking and management levels. The experienced New Century team has truly been a pleasure to work with, and I look forward to working with them to take Wilhelmina's already strong franchise to the next level for the benefit of New Century's shareholders."

Brad Krassner, Co-Chairman of Wilhelmina International, Inc., added: "Wilhelmina has a number of untapped markets and market opportunities, and I am truly excited that the resources and experience of a combined, public Wilhelmina-New Century will enable us to avail ourselves of these opportunities."

Under the terms of the merger agreement, New Century will acquire Wilhelmina for a consideration of $30 million, consisting of $15 million in cash and $15 million in shares of New Century common stock. The aggregate purchase price is subject to certain adjustments tied to the performance of Wilhelmina's core modeling business in 2008 and earnout payments tied to the performance of Wilhelmina Artist Management and Wilhelmina Miami. The transaction is subject the approval of New Century shareholders, together with other customary conditions, and is expected to close in the 4th quarter of 2008.

In connection with the execution of the transaction agreement, Newcastle Partners, L.P., an affiliate of New Century's Chairman and Chief Executive Officer, Mark E. Schwarz, has agreed to provide to the company up to $5 million in additional equity financing on terms commensurate with the valuation of shares to be issued to Wilhelmina's owners in the transaction. These funds will be used by New Century to complete the transaction. The financing arrangements have been approved separately by an independent committee of New Century's Board of Directors.

Mr. Schwarz, commented, "We are pleased to announce the acquisition of Wilhelmina, one of the top names in model management industry worldwide. Wilhelmina is a unique and exciting business that possesses a proven record of long-term success. As a publicly-held company, Wilhelmina will be positioned to grow in a number of related areas, including artist management, television production and potential future acquisitions."

About Wilhelmina

Wilhelmina Models is one of the largest modeling agencies in the world, founded by legendary supermodel Wilhelmina Cooper in 1967. Over its 40 year history; Wilhelmina Models has launched the careers of countless superstars, including Angelica Huston, Whitney Houston, Lauren Hutton and Jessica Lange. Today, they lead the industry in diversity and depth, and represent some of the biggest models and celebrity talent across the globe. Sean Patterson is the President of Wilhelmina Models. Dieter Esch is Chairman. They have offices inNew York,Los Angeles andMiami as well as licensees across the U.S.

SOURCE Wilhelmina International, Ltd.

Copyright © 2009, PRNewswire
Copyright © 2009, NewsBlaze, Daily News

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