Boulder’s New Frontier Media Inc. signed an agreement to be acquired by a company affiliated with pornography mogul Larry Flynt for $33 million plus a contingent-cash-payment right, the companies announced Monday afternoon.
LFP Broadcasting LLC, an affiliate of the Flynt-run LFP Inc., will pay $2.02 per share, about $33 million, in cash plus a contingent-cash-payment right for each common share of New Frontier, which delivers adult-themed pay-per-view networks to cable and satellite providers.
Officials say the acquisition price represents a 79 percent premium on New Frontier’s stock price on March 8, when the Boulder company received an unsolicited buyout bid from Longkloof Ltd., which owns about 15 percent of New Frontier’s stock. New Frontier also received a buyout offer from adult entertainment media company Manwin, and the local firm formed a special committee of independent directors to evaluate its options.
Monday’s transaction is expected to be conducted as a tender offer for all issued and outstanding shares of New Frontier’s common stock at $2.02 per share, without interest. The company’s shareholders may receive up to 6 cents more per share if New Frontier’s available cash balance at the end of the tender offer exceeds $11.514 million, officials said.
For the agreement to be approved, the following conditions need to be satisfied or waived: more than 50 percent of New Frontier’s shares tendered in the offer, that no “material adverse change” affects New Frontier, that New Frontier have no less than $11.514 million in cash and other customary conditions.
The transaction is expected to be completed in the fourth quarter.
