LFP Plans to Acquire New Frontier Media in $33M Deal

Rhett Pardon

BEVERLY HILLS, Calif. — LFP Broadcasting today said that it plans to acquire New Frontier Media in a deal valued in excess of $33 million.

The acquisition, expected to close during the fourth quarter of the year, must be approved by New Frontier Media stockholders, who will be paid $2.02 per common share in cash up front, plus a contingent cash payment right of up to six cents for each common share.

The acquisition price represents approximately a 79 percent premium to New Frontier Media’s closing stock price on March 8, one day before the Boulder, Colo.-based transactional TV service received an unsolicited acquisition proposal from Channel Islands-based Longkloof, an investment group that owns 15.9 percent of New Frontier Media, and a bid by adult entertainment conglomerate Manwin, which operates Playboy TV.

LFP President Michael Klein, at the company's Beverly Hills, Calif., office, said that the New Frontier Media deal would benefit and help grow both entities.

“The acquisition of New Frontier Media fits perfectly with our strategic plan for the growth of our company,” Klein said. “The addition of these assets to our portfolio strengthens us significantly moving forward.”

Alan Isaacman, New Frontier Media's chairman of the company's board of directors, said in a statement to company employees that the "definitive agreement" represents a "defining moment" for both companies.

"The proposed combination will create significant opportunities for us to address a broader market and deliver enhanced value for our customers and partners," he said. "We will also enjoy increased financial stability, scale and opportunity to invest and continue to innovate.

"The employees of New Frontier Media and LFP Broadcasting have many reasons to feel very good about our future. Separately, we have strong capabilities and product offerings for our customers. Together, we will even be stronger. Being a leading distributor of content to the adult media industry means delivering on what matters to our customers and makes them successful. This is as important as ever. It is vital for us to focus on our customers and make this transition a non-event for them."

Isaacman, an attorney who recently was appointed New Frontier Media chairman after former CEO Michael Weiner was terminated, represented LFP founder Larry Flynt in the 1988 Supreme Court case between Hustler magazine and Jerry Falwell.

New Frontier Media shares closed at $1.30 in regular trading on Monday, prior to the announcement.

The deal is subject to at least 50 percent of outstanding shares being tendered, among other conditions. The tender offer is to begin within 10 business days.

New Frontier Media sells adult video-on-demand and pay-per-view content through satellite, cable and hotel networks. Offerings include Penthouse TV premium channel and The Erotic Networks, which include Xtsy, Juicy and VaVoom.

LFP Broadcasting LLC offers adult entertainment through Hustler TV, which is available through cable, satellite, and hotel TV providers as a video-on-demand or pay-per-view television network. Hustler TV, available in more than 55 countries, has exclusive broadcasting rights from a large number of top studios. Parent company LFP markets the Hustler brand through a wide range of media properties and licensing initiatives, beyond broadcasting to include publishing, retail, Internet, mobile, apparel, novelties, clubs and video. The company also owns the Hustler Casino.

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