Sports Alumni, Inc. Signs Merger Agreement With Diversified Entertainment Properties Inc. Apr 10 2007 10:30AM ET
Apr 10, 2007 (EWORLDWIRE via Comtex) -- Sports Alumni, Inc. (Pink Sheets: SPNI) today announced that it has signed a definitive merger agreement with Diversified Entertainment Properties Inc. a privately held Los Angeles based integrated brand management and entertainment marketing and distribution company. The Board of Directors of Sports Alumni Inc. (SPNI) and Diversified Entertainment Properties Inc. (DEP) have approved and signed a definitive merger agreement as have a majority of the shareholders of both companies. The final terms of the transaction calls for DEP to become a wholly owned subsidiary of SPNI. SPNI plans to change its name to CoMedia Corporation.
Stephen White, president of SPNI stated, "The business combination that creates CoMedia Corporation is more than a merger. It is the combination of two very talented management teams intent on utilizing their strengths to reach our goal of creating a strong and growing company. The recapitalization of our stock should more accurately reflect the future of our business and hopefully position us to move CoMedia shares to a listing on a senior stock exchange as soon as we are able to qualify,"
SPNI's Board has agreed to complete a reorganization of its capital structure in the form of a split that will have one new share exchanged for each 432.3 shares of SPNI now outstanding. The resulting company will have 20,936,193 shares outstanding at the time the merger is complete after giving effect to the reverse split. DEP shareholders will hold newly issued restricted shares representing 94 percent of the outstanding shares of the combined companies.
At the time of the closing, Robert W. Bell, president and chairman of DEP, will become chairman and CEO of CoMedia. Stephen White, chairman and president of Sports Alumni, will become president of CoMedia and serve as a member of the Board of Directors. Additional new directors and officers will be added in the coming weeks.
CoMedia represents the next level of business development of SPNI's American Football Alumni (AFA). Adding DEP's entertainment-based integrated marketing operations that are focused on creating, packaging, producing and distributing media properties that should accelerate the roll out of all AFA programs. DEP will also add its marketing expertise to build brand recognition for SPNI's operations. DEP's seasoned managers are from the worlds of television and feature film production, marketing, licensing, audiobooks, music publishing, animation and family entertainment. The DEP management team's high-level industry relationships and established distribution channels provide ready access to broad markets for the SPNI's products and sports related properties.
Added White, "As CoMedia, we look forward to launching our books and video products in both digital and ready for retail formats. DEP will be able to assist us in developing our television shows for Internet and standard TV distribution. In addition, DEP's marketing experience will assist us in reaching our goal of a rapid roll-out of 'Football Fest', and our team assistance programs where our company comes face-to-face with the public and members of the football fraternity. Together we plan to build on these relationships to create an active membership community of sports enthusiasts."
This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, successful integration of acquisitions, the ability to secure additional sources of financing, the ability to reduce operating expenses and other factors. The actual results that the company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. The company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.
CONTACT: Stephen White Sports Alumni 10850 Wilshire Blvd. Suite 380 Los Angeles, CA PHONE. 3104463495 FAX. 310-234-2770 EMAIL: stevewhite@thecomediacorp.com http://www.americanfootballalumni.com Robert Bell
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