Charter Pacific Corporation Limited acquires the business of Opus Media
December 27, 2006
Charter Pacific Corporation Limited (ASX code: CHF) has acquired the business of UK based company, Opus Media, the owner of a new platform that enables users to receive high quality, live streaming television direct to their screens via the broadband internet. No longer is it necessary for consumers to put up with lengthy download times.
The total acquisition price for the business is up to A$11.3 million (£4.5 million) dependant on achievement of revenue targets together with options as set out below. The initial payment of A$3.7 million (£1.5 million) was satisfied by the issue of 9,258,256 Charter Pacific ordinary shares at the price equivalent to the preceding 5 day volume weighted average price per Charter Pacific share of A$0.404. The balance of the acquisition price is payable in up to 2 instalments totalling A$7.6 million (£3 million) (exclusive of the options which may be issued) to be satisfied as follows:
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if the revenues from the acquired business exceed £5 million in any 1 calendar year ending on or before 31 December 2009, then Charter Pacific will issue to Opus Media 14,027,660 ordinary shares at $0.404 each; and
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if the revenues from the acquired business exceed £15 million in any 1 calendar year ending on or before 31 December 2009, then Charter Pacific will issue to Opus Media a further 4,769,404 ordinary shares at $0.404 each plus 1 option for every 5 of the shares in Charter Pacific issued to Opus Media, exercisable within 3 years of issue at an exercise price at a discount of 20% to the Charter Pacific VWAP for the 5 business days preceding the date of exercise.
Each of the instalment issues will be subject to obtaining any necessary approval of the shareholders of Charter Pacific. If such approval is required but not obtained, it has been agreed that the deferred consideration would be payable in cash rather than shares. A cash payment would only be made if one or both of the above revenue targets have been met. It would be calculated on the basis of the VWAP of Charter Pacific shares (or the 20% discount to VWAP in the case of the options) at the time the relevant shares or options would otherwise have been issued.
These instalments become immediately payable in full (regardless of the revenue levels) if there is a sale of any material part of the acquired business or a subsequent separate flotation, or a change in control, of any entity acquired.
The 9,258,256 Charter Pacific shares issued to Opus Media at completion are subject to a voluntary restriction agreement for 12 months and Opus Media has also agreed in the sale contract not to dispose of any interest in any shares issued to it under the contract for 12 months after completion.
Charter Pacific’s Managing Director Mr Kevin Dart is looking forward to watching this flexible platform take off around the world.
“The content is streamed over the public internet to viewers instantly enabling the content owner to sell and distribute its entertainment to their audience.”
“The biggest impact is the quality of the viewing. It is just like watching a DVD, and you have the ability to view it instantly over the internet on the full screen format”, said Mr Dart.
Opus Media is an UK based company which has developed the highest quality, lowest cost platform for this service.
It is an enterprise grade, end-to-end content management and broadband TV platform for enabling content owners, Telcos and ISP’s, internet portals and media broadcasters to quickly and easily launch reliable broadband TV channels at DVD quality or higher.
Currently, Opus Media’s Broadband TV offerings is managing and distributing content for a variety of media channels including;
These channels can be watched over the internet via broadband from anywhere around the world. The platform is entirely flexible, with geo-blocking and encryption capability.
Opus Media Founder and Chief Executive Nigel Regan said the acquisition would provide Opus Media with access to capital to expand the service globally. A number of major content owners are currently in discussions with Opus Media for use of the platform.
“Charter Pacific’s acquisition gives us the resources to grow our client base globally and strike content deals beyond the markets we currently operate in”.
For enquiries contact:
Roger Byrne, Chief Operating Officer, Charter Pacific Corporations Limited
Mobile 0414 664 129
Chris Newlan, Lighthouse Communications Group
Mobile 0407 881 139
About Charter Pacific:
Charter Pacific Corporation is a diversified investment company that listed on the Australian Stock Exchange in 1989. Today the company invests in a diverse range of listed and unlisted entities across a broad range of industries. Its current investments include:
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Charter Pacific Capital Limited (corporate advisory house),
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Charter Pacific Funds Management Limited,
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ChemGenex Pharmaceuticals (ASX: CXS, NASDAQ: CXSP),
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US based investment bank Global Markets Capital Group,
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Monteray Group (ASX: MRY) superannuation administration platform provider;
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OEM NuTech.