Published:
blinkx Revives Proposal to Acquire MIVA; Revised Price of $0.55 Per Share in Cash
SAN FRANCISCO, November 19 /PRNewswire-FirstCall/ -- blinkx plc
("blinkx") (LSE AIM: BLNX) confirms that it has today delivered a letter to
the Board of Directors and CEO of MIVA, Inc. ("MIVA") (NASDAQ: MIVA), in
which blinkx has revived its proposal to acquire MIVA, for a revised cash
consideration of $0.55 per share.
MIVA is a Nasdaq-listed digital media company. It describes itself as
having two focuses to its business: owning and operating a portfolio of
consumer destination sites and interest-specific toolbars, through its MIVA
Direct division; and running a third-party contextual Pay-Per-Click ad
network focused on key vertical sectors, through its MIVA Media division.
MIVA, Inc. operates acrossNorth America and throughout parts ofEurope.
blinkx believes the proposal is highly attractive for MIVA shareholders,
particularly in light of issues in the MIVA business and current market
conditions. blinkx's proposal represents a 108% premium above the closing
price of MIVA common stock of $0.2643 on November 18, 2008, and a 39% premium
over the average closing price for the thirty days prior to November 18, 2008.
Commenting on the proposal, blinkx CEO and Founder Suranga Chandratillake
said: "Given the strength of our financial results last week, it's clear that
certain emerging sectors of online advertising, specifically video, continue
to thrive. blinkx is uniquely positioned to capitalize on that opportunity.
We believe there is significant value in the MIVA business and real potential
to increase that value for shareholders through the proposed transaction.
However, because of MIVA's continued loss-making performance and rapidly
declining cash position, time is of the essence. We trust that the MIVA Board
will recognize that expediency is critical to realizing the benefits of this
opportunity and providing stability to MIVA shareholders, customers and
employees."
Mr. Chandratillake continued, "When we first publicly proposed to acquire
MIVA in August 2008 we were clear in our public and private communications
that we could fund the acquisition through available cash resources. We can
still do so today, regardless of MIVA's significantly reduced cash position,
so let there be no confusion as to the source of capital for this deal."
blinkx has worked with MIVA as a customer and partner for a number of
years and respects MIVA's achievements in building a global keyword
advertising network and growing the MIVA Direct consumer offering. However,
the MIVA business has reported a decline in cash for the past four quarters,
and blinkx is concerned that valuable time has been wasted whilst MIVA's
resources dwindled, resulting in constraints on capital to facilitate growth.
Moreover, MIVA has resorted to an expensive line of credit to fund future
operations, which is also likely to impact future growth prospects in
exchange for short-term working capital benefits.
Furthermore, recent trends raise the possibility of continued diminution
of shareholder value. Notably:
- MIVA has reported reduced revenues for the last eight
consecutive quarters
- Advertising spend related to the distribution of the Direct
business' toolbars has declined for the last two quarters
- Total installed toolbars declined 11% quarter-on-quarter from
Q2'08 to Q3'08
- Significant un-reserved liabilities may remain related to the
European restructuring
Despite the foregoing, blinkx continues to believe that a combination of
the two companies - fusing blinkx's technology with MIVA's distribution
network - presents an exciting and compelling opportunity, and one that would
prove mutually beneficial to both companies' shareholders, employees, and
customers.
Specifically, blinkx's advanced and scalable matching technology would
enable immediate platform improvements for MIVA. As a result, large portions
of relevant search traffic from MIVA's search ad network would be
monetizeable at higher rates through blinkx's technology. Furthermore,
blinkx's technology holds the potential to build on MIVA's existing toolbar
network, adding ground-breaking functionality and an entirely new revenue
stream. Finally, MIVA's consumer sites and portals, which already attract
large audiences, will immediately benefit from blinkx's advanced video
technology and AdHoc advertising platform.
Any acquisition of MIVA would be subject to the making of a formal offer
following the opportunity to conduct a limited confirmatory due diligence
investigation, the negotiation of a definitive merger agreement containing
customary terms and conditions, including customary conditions to closing; no
material adverse change to MIVA's business; appropriate shareholder
approvals; and any regulatory requirements. Given blinkx's participation in
the industry and MIVA's public status, blinkx envisages an efficient due
diligence process appropriate to a public company. blinkx is prepared to
deliver a draft merger agreement to MIVA and begin discussions immediately.
Should an offer proceed it could be classified as a reverse takeover by Aim
Regulation necessitating the publication of an admission document.
The transaction would be funded from existing cash resources of the two
companies.
About blinkx
blinkx plc (LSE AIM: BLNX) is the world's largest and most advanced video
search engine. Today, blinkx has indexed more than 32 million hours of audio,
video, viral and TV content, and made it fully searchable and available on
demand. blinkx's founders set out to solve a significant challenge - as TV
and user-generated content on the Web explode, keyword-based search
technologies only scratch the surface. blinkx's patented search technologies
listen to - and even see - the Web, helping users enjoy a breadth and
accuracy of search results not available elsewhere. In addition, blinkx
powers the video search for many of the world's most frequented sites. blinkx
is based inSan Francisco andLondon. More information is available at
http://www.blinkx.com.
This announcement does not constitute, or form any part of, any offer
for, or any solicitation of any offer for, securities or the solicitation of
any vote for approval in any jurisdiction.
This document is for informational purposes only and is not an offer or a
solicitation relating to blinkx's proposal to acquire MIVA, inc. A tender
offer for the shares of MIVA common stock has not commenced. Additional
documents regarding the transaction may be filed with the securities and
exchange commission ("SEC") and investors and security holders are urged
carefully to read such disclosure documents regarding the proposed
transaction, if and when they become available, because they will contain
important information. Investors and security holders may obtain a free copy
of the disclosure documents (when and if they are available) and other
documents filed by blinkx with the sec at the SEC's website at
http://www.sec.gov. In addition, security holders will be able to obtain a
free copy of these documents (if and when they become available) from blinkx.
Media Contacts:
Financial Dynamics
Edward Bridges/Charles Palmer /Haya Chelhot
Tel: +44(0)20-7831-3113
Email: blinkx@fd.com
Citi (NOMAD to blinkx)
Charles Lytle
SOURCE blinkx plc
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