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yeah I was wondering WTH just happened as it looks halted, quite the timing on my part
Date Event Type Eff/Ex Date Symbol Issue Name Market
01/28/2015 13:05:45 Acquisition/Merger/Amalgamation 01/28/2015 13:06:00 KITM Kitara Media Corp. (NEW) Common Stock OTCBB
Comments
Stock merger; for every 1 share of KITM shareholders will receive 1 share of Kitara Holdco Corp.
Details
Current Value
Daily List Date 01/28/2015 13:05:45
Event Type Acquisition/Merger/Amalgamation
Effective/Execution (Eff/Ex) Date 01/28/2015 13:06:00
Symbol KITM
Issue Name Kitara Media Corp. (NEW) Common Stock
Class
Market Category OTCBB
Offering Type No Restrictions
Daily List Comment Stock merger; for every 1 share of KITM shareholders will receive 1 share of Kitara Holdco Corp.
I gave the ask a few taps and am high bidder at .70.... we have to be close now(????)
Notice of Effectiveness (effect)
Print
Alert
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF EFFECTIVENESS
Effective Date: January 23, 2015
Form: S-4
CIK: 0001622822
Company Name: Kitara Holdco Corp.
File Number: 333-199892
CIK: 0001350773
Company Name: KITARA MEDIA CORP.
File Number: 333-199892-01
Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
Date : 01/23/2015 @ 4:13PM
we will have to see BUT the float is still TIGHT... a single spark and we 'could' be at / above $2 IMO
Definetly looks like a go to me as well. Finally, will be nice to see things move forward from here.
I think this means we are a go for the meeting on the 26th:
Registration Statement for Securities to Be Issued in Business Combination Transactions (s-4/a)
Print
Alert
As filed with the Securities and Exchange Commission on January 21, 2015
Registration No. 333-199892
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KITARA HOLDCO CORP.
(Exact name of registrant as specified in its charter)
Delaware 7374 47-2133177
(State of Incorporation) (Primary Standard Industrial
Classification Code Number) (I.R.S. Employer
Identification No.)
525 Washington Blvd, Suite 2620
Jersey City, New Jersey 07310
(201) 539-2200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert Regular, Chief Executive Officer
Kitara Holdco Corp.
525 Washington Blvd, Suite 2620
Jersey City, New Jersey 07310
(201) 539-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 818-8800
Fax: (212) 818-8881
J. Keith Biancamano, Esq.
Andrew K. Hirsch, Esq.
Gibson, Dunn & Crutcher LLP
333 S. Grand Ave.
Los Angeles, CA 90071-3197
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
Approximate date of commencement of proposed sale of securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the merger contemplated by the Agreement and Plan of Reorganization, dated as of October 10, 2014, described in the enclosed Proxy Statement/Prospectus, have been satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ?
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Accelerated filer ? Large accelerated filer ?
Non-accelerated filer ? Smaller reporting company þ
(Do not check if a smaller reporting company)
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ?
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ?
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee
Common Stock, par value $0.0001 105,265,065 (1) $ 0.5205 (2) $ 54,790,466.33 $ 6,366.65 (3)(4)
(1) The number of shares of common stock, $0.0001 per share, of the registrant being registered represents the estimated maximum number of shares of the registrant’s common stock to be issued to stockholders of Kitara Media Corp. (“Kitara”) in connection with the merger of a wholly-owned subsidiary of the registrant with and into Kitara, including the estimated maximum number of shares of the registrant’s common stock that may be issuable pursuant to options and warrants prior to the date the merger is expected to be completed.
(2) Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is the average of the high and low prices of Kitara’s common stock on October 30, 2014.
(3) Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by $116.20 per million dollars.
(4) The filing fee has previously been paid.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
KITARA MEDIA CORP.
SPECIAL MEETING OF STOCKHOLDERS
TO BE RECONVENED ON JANUARY 26, 2015
To Kitara Media Corp. Stockholders:
The Special Meeting of the Stockholders (“Special Meeting”) of Kitara Media Corp. (“Kitara”) originally convened on December 29, 2014 has been adjourned to, and will be reconvened on, January 26, 2015 at 10:00 a.m., local time, at the offices of our general counsel, Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. The purposes of the Special Meeting are to:
1. Consider and vote on a proposal to adopt the Agreement and Plan of Reorganization, dated as of October 10, 2014, by and among Kitara, Kitara Holdco Corp. (“New Holdco”) and Kitara Merger Sub, Inc. (“Merger Sub”), as it may be amended (the “merger agreement”), a copy of which is attached to the accompanying proxy statement/?prospectus as Annex A, and approve the merger contemplated thereby—this proposal is referred to herein as the “Merger Proposal.”
2. Consider and vote on proposals to approve the following six material provisions in the New Holdco certificate of incorporation that will be in effect after the completion of the merger and that are not in, or that are different from comparable provisions in, the current Kitara amended and restated certificate of incorporation—these proposals are collectively referred to herein as the “Charter Amendment Proposals”:
a. New Holdco is authorized to issue 500,000,000 shares of common stock.
b. Any director or the entire board of directors generally may be removed, with or without cause, by the affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon.
c. The affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, generally shall be required to amend any provision of the New Holdco certificate of incorporation.
d. The affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, generally shall be required for the stockholders of New Holdco to amend any provision of the bylaws of New Holdco.
e. New Holdco shall not be bound or governed by, or otherwise subject to, Section 203 of the Delaware General Corporation Law.
f. Certain actions and proceedings with respect to New Holdco may be brought only in a court in the State of Delaware.
3. Consider and vote on a proposal to approve the New Holdco 2014 Long-Term Incentive Plan, which is an incentive equity compensation plan for directors, officers, employees, consultants and other service providers of New Holdco and its subsidiaries — this proposal is referred to herein as the “Equity Plan Proposal.”
4. Consider and vote on a proposal to further adjourn the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the Special Meeting to adopt the merger agreement and approve the merger—this proposal is referred to herein as the “Adjournment Proposal.”
The board of directors of Kitara unanimously recommends a vote “FOR” the Merger Proposal, the Charter Amendment Proposals, the Equity Plan Proposal and, if necessary, the Adjournment Proposal.
The board of directors of Kitara has fixed December 2, 2014 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and this adjournment and any further adjournments thereof. Only holders of record of shares of Kitara common stock at the close of business on the record date are entitled to notice of, and to vote at, the Special Meeting and this adjournment and any further adjournments or postponements thereof .
For more information about the proposals and the Special Meeting, please review carefully the accompanying proxy statement/prospectus.
Whether or not you expect to attend the Special Meeting in person, please submit a proxy by telephone or over the internet as instructed in these materials, or complete, date, sign and return the enclosed proxy card, as promptly as possible in order to ensure that we receive your proxy with respect to your shares of Kitara common stock. Instructions are shown on the enclosed proxy card and a return envelope (postage pre-paid if mailed in the United States) is enclosed for your convenience.
Please do not send documents or certificates representing your ownership of Kitara common stock at this time. If the transactions contemplated by the merger agreement are consummated, we will notify you of the procedures for exchanging your shares of Kitara common stock.
By Order of the Board of Directors,
/s/ Jonathan J. Ledecky
Chairman of the Board
Jersey City, New Jersey
January [?], 2015
The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 21, 2015
PROXY STATEMENT FOR SPECIAL MEETINGS OF STOCKHOLDERS OF
KITARA MEDIA CORP.
PROSPECTUS FOR SHARES OF COMMON STOCK OF
KITARA HOLDCO CORP.
Kitara Media Corp., or “Kitara,” has entered into (i) an Agreement and Plan of Reorganization, dated as of October 10, 2014, or the “merger agreement,” with Kitara Holdco Corp., or “New Holdco,” a wholly-owned subsidiary of Kitara, and Kitara Merger Sub, Inc., or “Merger Sub,” a wholly-owned subsidiary of New Holdco, and (ii) a Unit Exchange Agreement, dated as of October 10, 2014 and amended as of December 23, 2014, or the “exchange agreement,” with New Holdco, Future Ads LLC, or “Future Ads,” and the holders of the outstanding limited liability company interests of Future Ads, or the “members.” If the transactions contemplated by the merger agreement and the exchange agreement are consummated, New Holdco will become the new publicly traded company and Kitara and Future Ads will become wholly-owned subsidiaries of New Holdco.
Pursuant to the merger agreement, Merger Sub will merge with and into Kitara, with Kitara surviving the merger as a wholly-owned subsidiary of New Holdco. We refer to this merger throughout this proxy statement/prospectus as the “merger.” In the merger, the outstanding shares of Kitara common stock will be converted into shares of New Holdco common stock. Immediately following the merger and as part of a single integrated transaction, pursuant to the exchange agreement, the members will exchange all of the outstanding limited liability company interests of Future Ads for cash, shares of New Holdco common stock and the right to receive certain additional payments, all as described in more detail in this proxy statement/prospectus. We refer to this exchange throughout this proxy statement/prospectus as the “exchange.” The merger and the exchange are conditioned on each other and neither will be consummated if the other cannot be consummated.
The transactions will be financed by funds managed or advised by Highbridge Principal Strategies LLC, or “Highbridge,” which we expect will be providing up to $96,000,000 in senior term loan and revolving loan credit to New Holdco and certain of its subsidiaries (including Kitara and Future Ads).
In the merger, you will receive one share of New Holdco common stock for each share of Kitara common stock you own. Immediately following completion of the merger and the exchange, we expect that New Holdco will have 250,097,333 shares outstanding. Immediately following the completion of the merger and the exchange, of the shares of New Holdco common stock to be outstanding, we expect that the former Kitara stockholders and certain of the former members of Future Ads will own 95,884,241 shares (or 38.3%) and 154,213,092 shares (or 61.7%), respectively. Additionally, we expect there to be an aggregate of 40,870,765 shares of New Holdco common stock reserved for issuance under stock options and warrants assumed by New Holdco and awards that may be granted under New Holdco’s new equity compensation plan.
Kitara originally convened a special meeting of its stockholders, or the “Special Meeting,” on December 29, 2014 to consider and vote on a proposal to adopt the merger agreement and approve the merger. The Special Meeting was adjourned prior to the consideration of any matters and will be reconvened on January 26, 2015 at 10:00 a.m., local time, at the offices of our general counsel, Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. Adoption of the merger agreement and approval of the merger requires the affirmative vote of the holders of a majority of the outstanding shares of Kitara common stock entitled to vote. In connection with the exchange agreement, Kitara entered into a voting agreement, or the “voting agreement,” with certain of the existing Kitara stockholders, including Kitara’s officers and directors, or the “supporting parties.” Under the voting agreement, the supporting parties have agreed, among other things, to vote their shares of Kitara common stock in favor of the adoption of the merger agreement and approval of the merger and any other matters necessary for consummation of the merger and any other transactions contemplated in the merger agreement. The supporting parties hold a majority of the currently outstanding Kitara common stock. Accordingly, the supporting parties may adopt the merger agreement and approve the merger without the affirmative vote of any other Kitara stockholder.
On October 10, 2014, the last full trading day before the merger agreement and exchange agreement were announced, the closing sales price of Kitara’s common stock, which trades on the Over-the-Counter Bulletin Board, or “OTCBB,” under the symbol “KITM,” was $0.305 per share. We expect that immediately following completion of the transactions contemplated by the merger agreement and exchange agreement, the shares of New Holdco common stock will trade on the OTCBB.
Important information about the Special Meeting, the proposed transactions and related matters is contained in this proxy statement/prospectus, which we urge you to read in its entirety, including the annexes and exhibits.
Please carefully review this document, including the section entitled “Risk Factors” beginning on page 24, for a discussion of the risks relating to the transactions.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
The proxy statement/prospectus is dated January [?], 2015, and is first being mailed to stockholders of Kitara on or about January [?], 2015.
ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about Kitara that is not included in or delivered with this proxy statement/prospectus. Please refer to the section entitled “Where You Can Find More Information” beginning on page 188. In addition, this information is available without charge to security holders upon written or oral request to:
Kitara Holdco Corp.
525 Washington Blvd., Suite 2620
Jersey City, New Jersey 07310
Attn: Corporate Secretary
(201) 539-2200
To obtain timely delivery, security holders must request the information no later than January 23, 2015, which is one business day before the date the Special Meeting is scheduled to reconvene.
............CONT'D..............
Kitara Media Corp. Adjourns Special Meeting of Stockholders Relating to Proposed Business Combination to January 26, 2015 and Anticipates Consummating Merger with Future Ads Shortly Thereafter
- Majority of the Holders of the Currently Outstanding Kitara Common Stock Have Previously Agreed to Vote in Favor of Proposed Business Combination
PR Newswire
Kitara Media Corp.
January 16, 2015 5:00 PM
JERSEY CITY, N.J., Jan. 16, 2015 /PRNewswire/ -- Kitara Media Corp. (KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers ("Kitara"), today announced that it has adjourned its Special Meeting of Stockholders (the "Special Meeting") relating to its proposed business combination with Future Ads LLC ("Future Ads") to January 26, 2015, at 10:00 a.m., local time, at the offices of its general counsel, Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. The Securities and Exchange Commission (the "SEC") is currently in the process of completing its review of the proxy statement/prospectus and the registration statement of which it forms a part to be used in connection with the proposed business combination. As a result, Kitara adjourned the meeting to January 26, 2015 to provide the SEC with the necessary time to complete such review and to prepare for the Special Meeting in anticipation of closing its merger with Future Ads. The parties expect to consummate the merger shortly after the Special Meeting is completed on January 26, 2015. To finance the transactions, the parties will enter a debt facility with a nationally recognized lender simultaneously with the consummation of the merger.
As previously announced, Kitara entered into (i) a Unit Exchange Agreement, as amended, by and among Kitara, Kitara Holdco Corp., a wholly-owned subsidiary of Kitara ("Holdco"), Future Ads, and the members of Future Ads, and (ii) an Agreement and Plan of Reorganization, by and among Kitara, Holdco, and Kitara Merger Sub, Inc., a wholly-owned subsidiary of Holdco. Upon completion of the transactions contemplated by the Unit Exchange Agreement and the Agreement and Plan of Reorganization (the "Transactions"), Holdco will become the new publicly traded company and Kitara and Future Ads will become wholly-owned subsidiaries of Holdco.
About Kitara Media
Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With nearly 500 million monthly video ad views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. Kitara Media owns and operates several online media sites including Healthguru.com and Adotas.com. The company is headquartered in Jersey City, NJ.
About Future Ads
Future Ads is a digital media platform for results-focused online advertising and publisher monetization. Future Ads' innovative, diversified solutions works synergistically to help advertisers and publishers achieve outstanding performance results. Founded in 2001, Future Ads is headquartered in Irvine, CA.
Additional Information
In connection with the Transactions, Kitara has filed a preliminary proxy statement/prospectus on Schedule 14A with the SEC. The preliminary proxy statement/prospectus also is included in a registration statement on Form S-4 filed by Holdco. Investors are urged to read the preliminary proxy statement/prospectus and, when it becomes available, definitive proxy statement/prospectus (including all amendments and supplements thereto) before they make any voting or investment decision with respect to the Transactions, because the proxy statement/prospectus contains important information. Investors may obtain free copies of the preliminary proxy statement/prospectus and, when it becomes available, definitive proxy statement/prospectus, as well as other filings containing information about Kitara, Holdco and Future Ads, without charge, at the SEC's Internet site (www.sec.gov). These documents may also be obtained for free, when they become available, by directing a request to Kitara Media Corp. or Kitara Holdco Corp. at 525 Washington Blvd, Suite 2620, Jersey City, New Jersey 07310, Attn: Corporate Secretary.
Kitara and its directors and executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Kitara's stockholders with respect to the Transactions. Information regarding Kitara's directors and executive officers is available in Kitara's annual report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014. Additional information regarding the interests of such participants in the Transactions is included in the proxy statement/prospectus.
Forward Looking Statements
This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Kitara's and Future Ads' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements.
Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara and Future Ads and not all of which are known to Kitara or Future Ads, including, without limitation those risk factors described from time to time in Kitara's reports filed with the SEC, including the proxy statement/prospectus. Among the factors that could cause actual results to differ materially are: loss of key advertising customers; inability to acquire new advertising customers; inability to expand video content library; inability to achieve projected results; inability to protect intellectual property; inability to execute acquisition strategy; inability to effectively manage growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; general economic conditions; and the possibility that the Transactions do not close due to the failure to achieve the necessary closing conditions. Most of these factors are outside the control of Kitara and Future Ads and are difficult to predict. The information set forth herein should be read in light of such risks. Neither Kitara nor Future Ads assumes any obligation to update the information contained in this press release except as required by law.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/kitara-media-corp-adjourns-special-meeting-of-stockholders-relating-to-proposed-business-combination-to-january-26-2015-and-anticipates-consummating-merger-with-future-ads-shortly-thereafter-300021974.html
meeting going to happen or new delay pr coming shortly? I'd venture to guess we would have seen an SEC filing had the SEC completed their review of the proxy(?)
"Special Meeting of Stockholders (the "Special Meeting") relating to its proposed business combination with Future Ads LLC ("Future Ads") to January 15, 2015, at 10:00 a.m., local time"
some action definetly strengthening :)
pr earlier, excerpt: "JERSEY CITY, N.J., Jan. 6, 2015 /PRNewswire/ -- Kitara Media Corp. (KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers ("Kitara"), today announced that it has adjourned its Special Meeting of Stockholders (the "Special Meeting") relating to its proposed business combination with Future Ads LLC ("Future Ads") to January 15, 2015, at 10:00 a.m., local time, at the offices of its general counsel, Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. Kitara adjourned the Special Meeting because the Securities and Exchange Commission (the "SEC") has not yet completed its review of the proxy statement/prospectus and the registration statement of which it forms a part to be used in connection with the proposed business combination."
Kitara Media Corp. Adjourns Special Meeting of Stockholders relating to Proposed Merger to Allow SEC to Complete Review of Proxy Statement
-- Majority of the holders of the currently outstanding Kitara common stock have previously agreed to vote in favor of Proposed Merger
JERSEY CITY, N.J., Dec. 29, 2014 /PRNewswire/ -- Kitara Media Corp. (KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers ("Kitara"), today announced that its Special Meeting of Stockholders (the "Special Meeting") relating to its proposed merger with Future Ads LLC ("Future Ads") was adjourned to January 6, 2015, at 10:00 a.m., local time, at the offices of its general counsel, Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. The Special Meeting was adjourned because the Securities and Exchange Commission (the "SEC") has not yet completed its review of the proxy statement/prospectus and the registration statement of which it forms a part to be used in connection with the proposed merger.
As previously announced, Kitara entered into (i) a Unit Exchange Agreement, as amended, by and among Kitara, Kitara Holdco Corp., a wholly-owned subsidiary of Kitara ("Holdco"), Future Ads LLC ("Future Ads"), and the members of Future Ads, and (ii) an Agreement and Plan of Reorganization, by and among Kitara, Holdco, and Kitara Merger Sub, Inc., a wholly-owned subsidiary of Holdco. Upon completion of the transactions contemplated by the Unit Exchange Agreement and the Agreement and Plan of Reorganization (the "Transactions"), Holdco will become the new publicly traded company and Kitara and Future Ads will become wholly-owned subsidiaries of Holdco. The parties expect the Transactions to be consummated shortly after the Special Meeting is held.
To finance the Transactions, Kitara has received a fully committed debt facility from a nationally recognized lender that is subject only to the execution of definitive loan documents and satisfaction of closing conditions. The debt facility is expected to be consummated simultaneously with the Transactions.
The record date for determination of stockholders entitled to vote at the Special Meeting, including at the adjournment thereof remains December 2, 2014.
About Kitara Media
Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With nearly 500 million monthly video ad views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. Kitara Media owns and operates several online media sites including Healthguru.com and Adotas.com. The company is headquartered in Jersey City, NJ.
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About Future Ads
Future Ads is a digital media platform for results-focused online advertising and publisher monetization. Future Ads' innovative, diversified solutions works synergistically to help advertisers and publishers achieve outstanding performance results. Founded in 2001, Future Ads is headquartered in Irvine, CA.
Additional Information
In connection with the Transactions, Kitara has filed a preliminary proxy statement/prospectus on Schedule 14A with the SEC. The preliminary proxy statement/prospectus also is included in a registration statement on Form S-4 filed by Holdco. Investors are urged to read the preliminary proxy statement/prospectus and, when it becomes available, definitive proxy statement/prospectus (including all amendments and supplements thereto) before they make any voting or investment decision with respect to the Transactions, because the proxy statement/prospectus contains important information. Investors may obtain free copies of the preliminary proxy statement/prospectus and, when it becomes available, definitive proxy statement/prospectus, as well as other filings containing information about Kitara, Holdco and Future Ads, without charge, at the SEC's Internet site (www.sec.gov). These documents may also be obtained for free, when they become available, by directing a request to Kitara Merger Corp. or Kitara Holdco Corp. at 525 Washington Blvd, Suite 2620, Jersey City, New Jersey 07310, Attn: Corporate Secretary.
Kitara and its directors and executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Kitara's stockholders with respect to the Transactions. Information regarding Kitara's directors and executive officers is available in Kitara's annual report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014. Additional information regarding the interests of such participants in the Transactions is included in the proxy statement/prospectus.
Forward Looking Statements
This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Kitara's and Future Ads' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements.
Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara and Future Ads and not all of which are known to Kitara or Future Ads, including, without limitation those risk factors described from time to time in Kitara's reports filed with the SEC, including the proxy statement/prospectus. Among the factors that could cause actual results to differ materially are: loss of key advertising customers; inability to acquire new advertising customers; inability to expand video content library; inability to achieve projected results; inability to protect intellectual property; inability to execute acquisition strategy; inability to effectively manage growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; general economic conditions; and the possibility that the Transactions do not close due to the failure to achieve the necessary closing conditions. Most of these factors are outside the control of Kitara and Future Ads and are difficult to predict. The information set forth herein should be read in light of such risks. Neither Kitara nor Future Ads assumes any obligation to update the information contained in this press release except as required by law.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/kitara-media-corp-adjourns-special-meeting-of-stockholders-relating-to-proposed-merger-to-allow-sec-to-complete-review-of-proxy-statement-300014208.html
"SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 29, 2014
"
sector strength today on a weak market day:
Symbol
Time & Price
Chg & % Chg
Volume
More Info
? TUBE 04:00pm EST 19.02 +1.77 +10.26% 372,028 Chart, News, Stats, Board
? FUEL 04:00pm EST 15.15 +1.17 +8.37% 761,937 Chart, News, Stats, Options, Board
? RUBI 04:03pm EST 14.47 +0.54 +3.88% 95,716 Chart, News, Stats, Options, Board
? TRMR 04:02pm EST 2.85 +0.20 +7.55% 135,504 Chart, News, Stats, Board
Additional Proxy Soliciting Materials (definitive) (defa14a)
Date : 12/08/2014 @ 2:27PM
Source : Edgar (US Regulatory)
Stock : Kitara Media Corp. (KITM)
Quote : 0.55 0.0 (0.00%) @ 1:46PM
Additional Proxy Soliciting Materials (definitive) (defa14a)
Print
Alert
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ?
Filed by a Party other than the Registrant ?
Check the appropriate box:
? Preliminary Proxy Statement
? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
? Definitive Proxy Statement
? Definitive Additional Materials
? Soliciting Material Pursuant to Rule 14a-12
KITARA MEDIA CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
? No fee required.
? Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
KITARA MEDIA CORP.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 29, 2014
To Kitara Media Corp. Stockholders:
A Special Meeting of the Stockholders (“Special Meeting”) of Kitara Media Corp. (“Kitara”) will be held on December 29, 2014 at 10:00 a.m., local time, at the offices of our general counsel, Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. The purposes of the Special Meeting are to:
1.
Consider and vote on a proposal to adopt the Agreement and Plan of Reorganization, dated as of October 10, 2014, by and among Kitara, Kitara Holdco Corp. (“New Holdco”) and Kitara Merger Sub, Inc. (“Merger Sub”), as it may be amended (the “merger agreement”), a summary of which is attached to this notice as Annex A, and approve the merger contemplated thereby — this proposal is referred to herein as the “Merger Proposal.”
2.
Consider and vote on proposals to approve the following six material provisions in the New Holdco certificate of incorporation that will be in effect after the completion of the merger and that are not in, or that are different from comparable provisions in, the current Kitara amended and restated certificate of incorporation — these proposals are collectively referred to herein as the “Charter Amendment Proposals”:
a.
New Holdco is authorized to issue 500,000,000 shares of common stock.
b.
Any director or the entire board of directors generally may be removed, with or without cause, by the affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon.
c.
The affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, generally shall be required to amend any provision of the New Holdco certificate of incorporation.
d.
The affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, generally shall be required for the stockholders of New Holdco to amend any provision of the bylaws of New Holdco.
e.
New Holdco shall not be bound or governed by, or otherwise subject to, Section 203 of the Delaware General Corporation Law.
f.
Certain actions and proceedings with respect to New Holdco may be brought only in a court in the State of Delaware.
3.
Consider and vote on a proposal to approve the New Holdco 2014 Long-Term Incentive Plan, which is an incentive equity compensation plan for directors, officers, employees, consultants and other service providers of New Holdco and its subsidiaries — this proposal is referred to herein as the “Equity Plan Proposal.”
4.
Consider and vote on a proposal to adjourn the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the Special Meeting to adopt the merger agreement and approve the merger — this proposal is referred to herein as the “Adjournment Proposal.”
The board of directors of Kitara unanimously recommends a vote “FOR” the Merger Proposal, the Charter Amendment Proposals, the Equity Plan Proposal and, if necessary, the Adjournment Proposal.
The board of directors of Kitara has fixed December 2, 2014 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment thereof. Only holders of record of shares of Kitara common stock at the close of business on the record date are entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof.
Kitara will send you a proxy statement/prospectus containing additional information about the Merger Proposal and the other proposals to be considered at the Special Meeting, along with a proxy card and
instructions on how to submit a proxy by telephone, over the internet or by mail. When available, please review carefully the proxy statement/prospectus.
Please do not send documents or certificates representing your ownership of Kitara common stock at this time. If the transactions contemplated by the merger agreement are consummated, we will notify you of the procedures for exchanging your shares of Kitara common stock.
Appraisal Rights
Holders of Kitara common stock who object to the merger may elect to pursue appraisal rights to receive the judicially determined “fair value” of their shares, but only if they comply with the procedures required under Section 262 of the DGCL. In order to qualify for these rights, Kitara stockholders must (1) not vote in favor of adoption of the merger agreement, (2) make a written demand for appraisal prior to the taking of the vote on the adoption of the merger agreement at the Special Meeting and (3) otherwise comply with the Delaware law procedures for exercising appraisal rights. Failure to follow the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.
Under Section 262 of the DGCL, where a merger agreement relating to a proposed merger is to be submitted for adoption at a meeting of stockholders, as in the case of the Special Meeting, the corporation, not less than 20 days prior to such meeting, must notify each of its stockholders who was a stockholder on the record date for notice of such meeting with respect to shares for which appraisal rights are available, that appraisal rights are so available, and must include in each such notice a copy of Section 262 of the DGCL. This notice constitutes such notice to the holders of Kitara common stock. A copy of Section 262 of the DGCL is attached to this notice as Annex B.
Additional Information
In connection with the transactions contemplated by the merger agreement, Kitara has filed a preliminary proxy statement/prospectus on Schedule 14A with the Securities and Exchange Commission (the “SEC”). The preliminary proxy statement/prospectus also is included in a registration statement on Form S-4 filed by New Holdco. Investors are urged to read the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (including all amendments and supplements thereto), when it becomes available, before they make any voting or investment decision with respect to the transactions contemplated by the merger agreement, because the proxy statement/prospectus will contain important information. Investors may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus, when it becomes available, as well as other filings containing information about Kitara, New Holdco and Future Ads LLC, without charge, at the SEC’s Internet site (www.sec.gov). These documents may also be obtained for free, when they become available, by directing a request to: Kitara Merger Corp., 525 Washington Blvd, Suite 2620, Jersey City, New Jersey 07310, Attn: Corporate Secretary.
Kitara and its directors and executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Kitara’s stockholders with respect to the transactions contemplated by the merger agreement. Information regarding Kitara’s directors and executive officers is available in Kitara’s annual report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014. Additional information regarding the interests of such potential participants in the transactions contemplated by the merger agreement will be included in the proxy statement/prospectus.
By Order of the Board of Directors,
/s/ Jonathan J. Ledecky
Chairman of the Board
Jersey City, New Jersey
December 8, 2014
Annex A
The Transactions
Kitara Media Corp. (“Kitara”) has entered into (i) an Agreement and Plan of Reorganization, dated as of October 10, 2014 (the “merger agreement”), with Kitara Holdco Corp. (“New Holdco”), a wholly-owned subsidiary of Kitara, and Kitara Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of New Holdco, and (ii) a Unit Exchange Agreement, dated as of October 10, 2014 (the “exchange agreement”), with New Holdco, Future Ads LLC (“Future Ads”), and the holders of the outstanding limited liability company interests of Future Ads (the “members”). If the transactions contemplated by the merger agreement and the exchange agreement are consummated, New Holdco will become the new publicly traded company and Kitara and Future Ads will become wholly-owned subsidiaries of New Holdco.
Future Ads is a diversified online advertising company. Future Ads generates revenues through the sale of advertising to advertisers who want to reach consumers in the United States and internationally to promote their products and services. Future Ads delivers advertising through its real-time, bid-based, online advertising platform called Trafficvance. This technology platform allows advertisers to target audiences and deliver text, display and video based advertising. The Future Ads business and its Trafficvance platform provide advertisers with an effective way to serve, manage and maximize the performance of their online advertising purchasing. Future Ads offers both a self-serve platform and a managed services option that give advertisers diverse solutions to reach online audiences and acquire customers. Future Ads has over 1,400 advertiser customers and its platform has the capacity to serve approximately 26 million ads per day.
The Merger and Exchange
Pursuant to the merger agreement, Merger Sub will merge with and into Kitara (the “merger”), with Kitara surviving the merger as a wholly-owned subsidiary of New Holdco. In the merger, each outstanding share of Kitara common stock will be converted into one share of New Holdco common stock.
Immediately following the merger and as part of a single integrated transaction, pursuant to the exchange agreement, the members of Future Ads will exchange (the “exchange,” and together with the merger, the “transactions”) all of the outstanding Future Ads limited liability company interests for (i) $80,000,000 in cash, (ii) shares of New Holdco common stock that represent 53% of the fully diluted shares of New Holdco common stock outstanding as of the closing of the transactions (the “closing”), (iii) the right to receive performance-based “earn out” payments that would enable the members to receive up to an additional $40,000,000 in cash or stock consideration based on Future Ads reaching certain EBITDA levels during the 2015 to 2018 fiscal years, (iv) on or prior to June 30, 2016, $10,000,000 in cash and/or shares of New Holdco common stock (the “deferred consideration”), and (v) immediately after the payment of certain fees to Highbridge (as defined below) on or about the fourth anniversary of the closing, $6,000,000 in cash. The consideration payable to the members is subject to a post-closing adjustment based on the working capital and indebtedness of Future Ads and the working capital of Kitara.
Furthermore, after the closing, New Holdco will reimburse the members for all transaction expenses paid by Future Ads, its subsidiaries or the members on or before the closing, and will assume all of their unpaid transaction expenses as of such date.
The merger and the exchange are conditioned on each other and neither will be consummated if the other cannot be consummated. Immediately following the closing, New Holdco will be the new publicly traded company and Kitara and Future Ads will be wholly-owned subsidiaries of New Holdco. Immediately following the closing, of the shares of New Holdco common stock to be outstanding, we expect that the former Kitara stockholders and certain of the former members of Future Ads will own 95,884,241 shares (or 38.3%) and 154,213,092 shares (or 61.7%), respectively. Additionally, we expect there to be an aggregate of 40,870,765 shares of New Holdco common stock reserved for issuance under stock options and warrants assumed by New Holdco and awards that may be granted under the 2014 Plan.
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Key Terms of Transaction Agreements
The following sets forth certain additional key terms of the transaction agreements:
Exchange Agreement
Representations and Warranties
The exchange agreement contains certain representations and warranties of Kitara and New Holdco, on the one hand, and the members and Future Ads, on the other hand. The representations and warranties of the parties will not survive the closing, and thereafter no party will be under any liability whatsoever with respect to the representations and warranties other than in the case of fraud.
No Solicitation
Under the exchange agreement, Kitara and the members of Future Ads may not take, and will cause their respective affiliates, representatives and other agents and their respective subsidiaries to refrain from taking, any action to, directly or indirectly, among other things, approve, authorize, encourage, initiate, solicit or engage in discussion or negotiations with, or provide any information to, any person other than the parties to the exchange agreement, or their respective affiliates and representatives, concerning any alternate transaction (as defined in the exchange agreement).
New Stock Plan
Pursuant to the exchange agreement, New Holdco and Kitara have created the New Holdco 2014 Long-Term Incentive Plan (the “2014 Plan”), which will provide for nine percent of the fully diluted outstanding shares of New Holdco common stock as of the closing to be reserved for issuance to directors, officers, employees, consultants and other service providers of New Holdco and its subsidiaries pursuant to the plan.
Subsequent Equity Financings
During the period commencing with the closing and ending on June 30, 2016 (or earlier if paid in shares as elected by the members), New Holdco and its affiliates shall use their reasonable best efforts to complete equity financings that will raise sufficient net proceeds to pay the $10,000,000 of deferred consideration to the members of Future Ads.
Conditions
As set forth in the exchange agreement, the consummation of the exchange depends on a number of conditions being satisfied or waived. These conditions include, but are not limited to:
•
no governmental authority having enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits the consummation of the exchange;
•
the merger having been completed or all of the conditions necessary for such completion having been satisfied and the merger being consummated contemporaneously with the exchange; and
•
the debt financing having been consummated.
Kitara’s and New Holdco’s obligation and the obligation of the members of Future Ads to consummate the exchange are subject to certain additional customary conditions.
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Termination of the Exchange Agreement
The exchange agreement provides for certain customary termination rights for Kitara and the members, including by Kitara or by the members acting jointly, if the conditions to such party’s obligation to close the exchange cannot be fulfilled prior to January 31, 2015, if the exchange has not closed by such date, or if the debt financing has not been consummated by such date, in each case subject to certain conditions. The exchange agreement also may be terminated by mutual written consent of Kitara and the members acting jointly.
Merger Agreement
Existing Stock Options and Warrants
At the effective time of the merger, New Holdco will assume and continue Kitara’s existing 2012 Long-Term Incentive Equity Plan (the “2012 Plan”) and its 2013 Long-Term Incentive Equity Plan (the “2013 Plan”) and all outstanding stock options thereunder. The plans and options will apply to New Holdco and the shares of New Holdco common stock in the same manner as they previously applied to Kitara and the shares of Kitara common stock. In addition, New Holdco will assume the other outstanding options and warrants of Kitara, in each case in accordance with the terms of the respective securities.
Conditions
As set forth in the merger agreement, the consummation of the merger depends on a number of customary conditions being satisfied or waived. In addition, the merger will only be consummated if the transactions contemplated by the exchange agreement are also consummated.
Termination
As set forth in the merger agreement, the merger agreement may be terminated and the merger abandoned at any time prior to the effective time of the merger if (a) the exchange agreement has been terminated in accordance with its terms or (b) with the consent of Future Ads, the Kitara board of directors determines that the consummation of the merger would not, for any reason, be advisable and in the best interests of Kitara and its stockholders.
Financing the Proposed Transaction
The financing will consist of a new revolving credit facility in the amount of $15,000,000 (not more than $7,500,000 of which will be funded at the closing) and term loan credit facility in the amount of $81,000,000 from funds managed or advised by Highbridge Principal Strategies LLC (“Highbridge”). Proceeds from the financing will be used to facilitate the merger and the exchange and specifically to: (i) pay the cash consideration to the members of Future Ads, (ii) refinance certain existing indebtedness of Kitara and its subsidiaries, (iii) pay fees and expenses related to the transactions (including the financing for the transactions) and (iv) fund the ongoing working capital requirements of New Holdco and its subsidiaries. On or about the fourth anniversary of the closing, New Holdco will pay a fee of $12,500,000 to Highbridge in cash or, if sufficient funds are not available, New Holdco common stock.
Pursuant to the exchange agreement, in the event that any portion of the debt financing contemplated by the debt commitment letter becomes unavailable on substantially the terms and conditions contemplated in the debt commitment letter, Kitara will notify Future Ads and use its commercially reasonable efforts to arrange alternative financing from alternative sources on financial terms no less favorable than those in the debt commitment letter.
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Ancillary Agreements
Voting Agreement
In connection with the exchange agreement, Kitara entered into a voting agreement with certain existing Kitara stockholders, including Kitara’s officers and directors (the “supporting parties”), who hold a majority of the currently outstanding shares of Kitara common stock. Under the voting agreement, the supporting parties have agreed, among other things, to vote their shares of Kitara common stock (including any shares acquired after the date of the agreement) in favor of (i) the adoption of the merger agreement and approval of the merger and any other matters necessary for consummation of the merger and any other transactions contemplated in the merger agreement, including the Charter Amendment Proposals (as defined in the notice) and the Adjournment Proposal (as defined in the notice), and (ii) the approval of the 2014 Plan. Since the supporting parties own more than 50% of the outstanding common stock of Kitara, the supporting parties may approve the Merger Proposal (as defined in the notice), the Charter Amendment Proposals, the Equity Plan Proposal (as defined in the notice) and the Adjournment Proposal without the affirmative vote of any other Kitara stockholder.
Lockup Agreements
Pursuant to the exchange agreement, New Holdco has entered into lockup agreements with certain of the members of Future Ads and with certain of Kitara’s existing stockholders, including its officers and directors, restricting the transfer of shares of New Holdco common stock by such persons for 12 months after the closing, subject to certain exceptions, including upon registration of their shares under certain circumstances. Because the members are entering into the registration rights agreement and certain of the Kitara stockholders subject to the lockup agreements have existing registration rights, the effective lockup period may be substantially shorter than 12 months.
Registration Rights Agreement
At the closing, New Holdco will enter into a registration rights agreement with respect to the shares of New Holdco common stock issued in the exchange, providing the holders of the such shares with certain “demand” and “piggyback” registration rights.
Stockholders’ Agreement
At the closing, New Holdco will enter into a stockholders’ agreement with the members of Future Ads who are receiving shares of New Holdco common stock in the exchange. Pursuant to the stockholders’ agreement, among other things, these members of Future Ads initially will have the right to designate for appointment or nomination, as applicable, a majority of the directors comprising the New Holdco board of directors, and such directors will have consent rights with respect to specified actions proposed to be taken by New Holdco.
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Annex B
Section 262 of the Delaware General Corporation Law
§ 262 Appraisal rights
(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title and, subject to paragraph (b)(3) of this section, § 251(h) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:
(1) Provided, however, that, except as expressly provided in § 363(b) of this title, no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation, were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.
(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:
a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or
d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.
(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 251(h), § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.
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(4) In the event of an amendment to a corporation’s certificate of incorporation contemplated by § 363(a) of this title, appraisal rights shall be available as contemplated by § 363(b) of this title, and the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as practicable, with the word “amendment” substituted for the words “merger or consolidation,” and the word “corporation” substituted for the words “constituent corporation” and/or “surviving or resulting corporation.”
(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
(2) If the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the
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surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.
(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.
(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have
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demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.
(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.
B-4
(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.
B-5
Kitara Media Corp. (OTCBB:KITM)
I think the sector has already seen the bottom and is ready to rebound... All the ad tech I watch have rebounded very nicely lately. FUEL just posted earnings and up hugely in AH trading too
I’m just now seeing the brightroll / yahoo deal… explains the strength yesterday and today in Ad Tech…
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It also helps explain why San Francisco-based BrightRoll jumped at Yahoo's $640 million cash offer, in a deal that was announced on Tuesday. BrightRoll's technology helps brands automate the purchasing of ads on video sites. The company says that 87 of the top 100 U.S. advertisers use the service and projects net revenue this year of more than $100 million.
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I was guesstimating we’d be around $115mil rev post acquisition(?)… with 250,097,333 shares o/s………. with a Brightroll value we’d be worth $2.94/sh
Obviously, we are not Brightroll but the numbers are interesting nonetheless.
Please do your own DD.
'if' I'm reading this correctly the combined company would have made .09/sh eps in 2013 (?)
proxy, page 18, look at the YOY future ads growth!
does sure seem that way in advance of merger? another one that wants to get on nasdaq as they stated in last filing. good stuff.
.6422x.69 last .69 vol @ 9,925
.54x.67 vol at 15,400
.53x.60 vol at 3,057.. can it be that this 'might' actually start getting liquid?
8k out and it's rather long....
Time & Sales
Price Size Mkt Time
$0.6999 2,532 OTCBB 10/13
$0.6899 1,468 OTCBB 10/13
$0.6219 9 OTCBB 10/13
$0.6999 991 OTCBB 10/13
$0.6999 161 OTCBB 10/13
$0.6999 161 OTCBB 10/13
$0.50 4,000 OTCBB 10/13
$0.64 1,000 OTCBB 10/13
$0.64 900 OTCBB 10/13
$0.305 1,000 OTCBB 10/07
$0.67 439 OTCBB 09/15
$0.7346 439 OTCBB 09/09
$0.6174 561 OTCBB 09/09
$0.2705 300 OTCBB 09/02
$0.4999 1,000 OTCBB 08/26
$0.2001 1,261 OTCBB 08/25
$0.2075 30 OTCBB 08/22
$0.55 100 OTCBB 08/18
$0.75 30 OTCBB 08/15
$0.79 500 OTCBB 08/08
$0.57 2,000 OTCBB 07/31
$0.57 1,000 OTCBB 07/31
$0.80 500 OTCBB 07/21
$0.68 1,000 OTCBB 07/17
$0.88 2,500 OTCBB 07/08
$0.88 1,000 OTCBB 07/08
$0.88 2,500 OTCBB 07/08
$0.66 1,449 OTCBB 07/08
$0.65 1,449 OTCBB 07/08
$0.66 1,300 OTCBB 07/08
so guessing Kitara is coming in around $25mil for 2014 and $90mil from Future
~$115mil in revenues for 2014 (?)
depending on which competitor's p/s number you use I come up with a huge variety of 'values'
from around .50 to all the way to over $2
from what I've seen that high of an EBITDA number should raise some eyebrows in this space
all imo, please do your own dd
8k tomorrow should shed more light
yes, details will be nice BUT we NEEDED this imo, I actually added a little today
will be nice when this gets more liquid
with such a tiny float this still could go on a low float tear someday imo
Great move and doing what they need to do, clearly saw the issues we were seeing. We'll see what that 8k shows, hopefully favorable to existing shareholders. Either way, a complete committment to listing on bigger exchange is a big deal and revenue nearly 4x where we are now. Much better place than where we were :)
pr:
Kitara Media Corp. and Future Ads LLC Agree to Merge
-Future Ads Projected EBITDA of $30 million for FYE 2014
-Industry Leader Jared Pobre To Become Chairman of Combined Company
-Combined Company to Enjoy Significant Revenue Opportunities and Cost Synergies
JERSEY CITY, N.J. and IRVINE, Calif., Oct. 13, 2014 /PRNewswire/ -- Kitara Media Corp. (OTC BB: KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers ("Kitara"), and Future Ads LLC, an Irvine, California based company in the advertising tech industry with unaudited projected revenues of approximately $90 million and unaudited projected EBITDA of approximately $30 million for the year ending December 31, 2014 ("Future Ads"), today jointly announced that they have entered into definitive agreements to merge their respective companies.
"For many years Future Ads and Kitara Media have delivered on exceptional performance and results for online advertisers and we are excited with the combination of the two companies and teams to further accelerate our products and solutions across mobile, display, video and data. Our assets and teams are complementary and the combination will strengthen our ability to drive outstanding advertiser performance as well as financial results," said Jared Pobre, Future Ads founder and Chief Executive Officer.
"The online advertising market is craving strong integrated solutions that can provide successful performance across many channels. The combination of Future Ads and Kitara Media will form a powerful online advertising platform to provide superior display and video advertising performance solutions to both advertisers and publishers. We are very excited to bring the talents and passion of the teams together to grow the mutual businesses to the benefit of our customers," said Bob Regular, Chief Executive Officer of Kitara.
After the transaction, the former members of Future Ads will own 53% of the fully diluted stock of the combined company. In addition, the members of Future Ads will receive cash at closing, deferred consideration that may be in cash or stock and have performance-based EBITDA "earn out" targets that would enable them to receive additional cash or stock consideration over the fiscal years ending 2015 to 2018, as more fully set forth in the definitive agreements. The Future Ads members will execute lock-up agreements alongside existing Kitara board member stockholders and other stockholders. Future Ads currently has no existing bank debt or long-term liabilities on its balance sheet.
Kitara has received a fully committed debt facility from a nationally recognized lender that is subject only to the execution of definitive loan documents and satisfaction of closing conditions.
Upon consummation of the transactions, Jared Pobre will become Chairman of the Board of the combined company and Robert Regular will become Chief Executive Officer of the combined company. The newly combined company intends to apply for a listing on the NASDAQ stock market once it meets all listing criteria. It also intends to change its name in connection with the transaction to reflect the combined companies business' going forward.
The parties will seek to consummate the transactions by December 31, 2014. The transaction is subject to the satisfaction of customary closing conditions. There can be no assurance that a closing will occur.
Complete details and terms of the transaction, including the loan terms, will be contained in a Current Report on Form 8-K to be filed by Kitara on Tuesday due to the Columbus Day federal holiday closing of the Securities and Exchange Commission today.
Gibson, Dunn & Crutcher, LLP represented Future Ads in the transaction. Graubard Miller represented Kitara in the transaction.
About Kitara Media
Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With nearly 500 million monthly video ad views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. Kitara Media owns and operates several online media sites including Healthguru.com and Adotas.com. The company is headquartered in Jersey City, NJ. For more information visit http://www.kitaramedia.com.
About Future Ads
Future Ads is a digital media platform for results-focused online advertising and publisher monetization. Future Ads' innovative, diversified solutions works synergistically to help advertisers and publishers achieve outstanding performance results. Founded in 2001, Future Ads is headquartered in Irvine, CA. For more information, visit http://www.futureads.com.
Forward Looking Statements
This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Kitara's and Future Ads' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements.
Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara and Future Ads and not all of which are known to Kitara or Future Ads, including, without limitation those risk factors described from time to time in Kitara's reports filed with the SEC. Among the factors that could cause actual results to differ materially are: loss of key advertising customers; inability to acquire new advertising customers; inability to expand video content library; inability to achieve projected results; inability to protect intellectual property; inability to execute acquisition strategy; inability to effectively manage growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; general economic conditions; and the possibility that the transaction does not close due to the failure to achieve the necessary closing conditions. Most of these factors are outside the control of Kitara and Future Ads and are difficult to predict. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that the financial results included herein are unaudited, contain certain non-GAAP measures and may not conform to SEC Regulation S-X. As a result, such information may be presented differently in Kitara's periodic filings with the Securities Exchange Commission and may fluctuate materially depending on many factors. Accordingly, the financial results in any particular period may not be indicative of future results. Neither Kitara nor Future Ads assumes any obligation to update the information contained in this press release except as required by law.
Kitara Media Maintains Leadership In Health Information Video Market With Healthguru
Expert-Based Health Related Video Solutions Enhance Audience Engagement and Video Ad Campaign Performance
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PR Newswire
Kitara Media
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JERSEY CITY, N.J., Sept. 22, 2014 /PRNewswire/ -- Kitara Media (OTCBB: KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers, today announced leadership benchmarks in the health information video market and new video solutions powered by the Propel+ video advertising technology platform. comScore Video Metrix results for the first half of 2014 ranked Healthguru.com, one of Kitara Media's owned and operated sites, highest in multiple health information video market categories including overall video streams, number of overall video minutes watched and number of video minutes watched per viewer. Advancing audience engagement, Kitara Media introduced a new video solution with the Healthy Weight Center. Expert-based video content is packaged to inform patients on health related conditions while enabling hyper-targeted communications for advertisers.
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.Video Advertising Solutions
According to the comScore Video Metrix benchmarks, Healthguru is the leading provider of health information videos on the Web with over 70MM average monthly video views. Securing 43% of online video views in the health information video market, Healthguru's average monthly video views was nearly twice as many as the second largest health property reporting 37MM. Healthguru's audience also ranked the highest in engagement with a monthly average of 23 minutes per viewer.
"Kitara Media is focused on engagement with audiences. We believe our comScore Video Metrix rankings highlight our commitment to being industry driven and a respected provider of video solutions," said Bob Regular, CEO of Kitara Media. "We continue to expand our health video footprint with engaging expert based content on Healthguru.com. As we begin to partner with brands on 2015 planning, Kitara Media is focused on evolving ways video can engage audiences and deliver high performance video advertising campaigns."
Kitara Media's video team continues to develop expert-based video solutions to engage online health audiences and provide relevant brands with video ad campaigns. The Healthy Weight Center is part of an expanded set of initiatives to empower consumers to take charge of their health. Offering expert-vetted tips and information on diet, exercise, condition related weight issues, and the mind-body connection, Healthguru's Healthy Weight Center is a one-stop information hub. The center features video products including quizzes, surveys and slideshows to engage health-conscious consumers
The Kitara Media proprietary Propel+ advertising technology platform further enhances audience reach with data intelligence and retargeting capabilities. Capturing Healthguru visitor information, anonymous data profiles are created to best benchmark audiences for direct advertisers. In addition, the profiles provide data intelligence for targeting health intent audiences when buying ads through programmatic ad exchanges. Propel+ proprietary data tools maximizes performance for advertisers and provides insights for prioritizing health related content that most interests visitors.
About Kitara Media
Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With nearly 500 million monthly video ad views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. Kitara Media owns and operates several online media sites including Healthguru.com and Adotas.com. The company is headquartered in Jersey City, NJ. For more information visit http://www.kitaramedia.com.
Forward-Looking Statements:
Certain information and statements contained in this press release, including those statements that are not statements of historical fact, are forward-looking statements within the meaning of federal securities laws. These statements may be identified, without limitation, by the use of forward-looking terminology such as "anticipates", "expects," "will" or comparable terms or the negative thereof. Such statements are based on management's current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof and we undertake no obligation to update any such statements to reflect subsequent changes in events or circumstances. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara Media and not all of which are known to Kitara Media, including, without limitation those risk factors described from time to time in Kitara Media's reports filed with the SEC. Among the factors that could cause actual results to differ materially are Kitara Media's: loss of key advertising customers; inability to acquire new advertising customers; inability to expand its video content library; inability to protect its intellectual property; inability to comply with the covenants in its credit facility; inability to obtain necessary financing or enter into equity arrangements with existing or new institutional shareholders; inability to execute its acquisition strategy; inability to effectively manage its growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions.
make us proud tomorrow Bob, glad you are attempting to get the word out
so... talking about existing stuff at this conference OR are we going to see a PR between now and then???
Kitara Media To Present At The 5th Annual Craig-Hallum Alpha Select Conference
JERSEY CITY, N.J., Sept. 16, 2014 /PRNewswire/ -- Kitara Media (OTCBB: KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers, today announced that it will be a featured presenter at the 5th annual Craig-Hallum Alpha Select Conference to be held on Thursday, September 18, 2014 in New York City at the Convene Conference Center. The presentation by Bob Regular, CEO of Kitara Media, is scheduled to begin at 10:40am EDT.
About Kitara Media
Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With nearly 500 million monthly video ad views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. Kitara Media owns and operates several online media sites including Healthguru.com and Adotas.com. The company is headquartered in Jersey City, NJ. For more information visit http://www.kitaramedia.com.
Forward-Looking Statements:
Certain information and statements contained in this press release, including those statements that are not statements of historical fact, are forward-looking statements within the meaning of federal securities laws. These statements may be identified, without limitation, by the use of forward-looking terminology such as "anticipates", "expects," "will" or comparable terms or the negative thereof. Such statements are based on management's current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof and we undertake no obligation to update any such statements to reflect subsequent changes in events or circumstances. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara Media and not all of which are known to Kitara Media, including, without limitation those risk factors described from time to time in Kitara Media's reports filed with the SEC. Among the factors that could cause actual results to differ materially are Kitara Media's: loss of key advertising customers; inability to acquire new advertising customers; inability to expand its video content library; inability to protect its intellectual property; inability to comply with the covenants in its credit facility; inability to obtain necessary financing or enter into equity arrangements with existing or new institutional shareholders; inability to execute its acquisition strategy; inability to effectively manage its growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions.
OT: They're buddies, who knew:) http://nypost.com/2014/09/15/phil-falcone-may-ditch-minnesota-wild-for-islanders-stake/
Kitara Media Advances Mobile Video Advertising with Propel 'Forward' Technology Release
JERSEY CITY, N.J., Aug. 26, 2014 /PRNewswire/ -- Kitara Media (OTCBB: KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers, today announced its release of Propel Forward, an expanded set of offerings for mobile and multi-screen video advertising.
Video Advertising Solutions.
"According to the IAB BI Intelligence Report, with the exception of mobile advertising, online video is growing faster than most other advertising mediums. Propel Forward combines the power of video and mobile in one platform," said Bob Regular, CEO of Kitara Media. "By using Propel Forward, publishers gain a simple solution that provides video content and advertising across all screens and brands gain access to a turnkey advertising solution that offers cross screen advantages and drives audience engagement. We have invested in our technology platform to give advertisers the ability to create diversified campaigns aligned with brand objectives."
Propel Forward is a video advertising solution designed to automate and manage the real time bidding process matching advertising inventory with target audiences delivered by publishers. Automating brand performance, Propel Forward integrates proprietary and third party technology systems and measurement to enable viewability measurement, ad safety firewalls, and advanced ad performance measurement. Benchmarking performance and safety, Propel Forward ensures quality brand metrics with targeted campaigns across the Kitara Media portfolio of owned and operated sites combined with the Propel Marketplace of syndicated publishers.
About Kitara Media
Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With nearly 500 million monthly video ad views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. Kitara Media owns and operates several online media sites including Healthguru.com and Adotas.com. The company is headquartered in Jersey City, NJ. For more information visit http://www.kitaramedia.com.
Forward-Looking Statements:
Certain information and statements contained in this press release, including those statements that are not statements of historical fact, are forward-looking statements within the meaning of federal securities laws. These statements may be identified, without limitation, by the use of forward-looking terminology such as "anticipates", "expects," "will" or comparable terms or the negative thereof. Such statements are based on management's current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof and we undertake no obligation to update any such statements to reflect subsequent changes in events or circumstances. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara Media and not all of which are known to Kitara Media, including, without limitation those risk factors described from time to time in Kitara Media's reports filed with the SEC. Among the factors that could cause actual results to differ materially are Kitara Media's: loss of key advertising customers; inability to acquire new advertising customers; inability to expand its video content library; inability to protect its intellectual property; inability to comply with the covenants in its credit facility; inability to obtain necessary financing or enter into equity arrangements with existing or new institutional shareholders; inability to execute its acquisition strategy; inability to effectively manage its growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions.
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SOURCE Kitara Media
Copyright 2014 PR Newswire
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