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Thomas Plotts,
CFO (212) 716-1977 x 222
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Atrinsic to Acquire Kazaa
Assets, Sets Foundation to Build and Expand
Kazaa Digital Music and
Entertainment Service
New York (October 14, 2010) - Atrinsic, Inc.,
(NASDAQ: ATRN), a marketer of direct-to-consumer subscription
products and an Internet search marketing agency, today announced
that on October 13, 2010 it entered into amendments to its existing
Marketing Services Agreement and Master Services Agreement with
Brilliant Digital Entertainment, Inc. (“Brilliant
Digital”) and entered into an agreement with Brilliant
Digital to acquire its Kazaa assets.
The Marketing Services Agreement and Master
Services Agreement govern the operation of Brilliant
Digital’s Kazaa digital music service which is jointly
operated by the parties. Among other things, the
amendments extend the term of each of the Marketing Services
Agreement and Master Services Agreement from three years to thirty
years, provide Atrinsic with an exclusive license to the Kazaa
trademark in connection with Atrinsic’s services under the
agreements, and modify the Kazaa digital music service profit share
payable to Atrinsic under the agreements from 50% to
80%. As consideration for entering into the amendments,
Atrinsic will issue 4,161,130 shares of its common stock to
Brilliant Digital.
The amendments to the Marketing Services
Agreement and Master Services Agreement are part of a broader
transaction between Atrinsic and Brilliant Digital pursuant to
which Atrinsic will acquire the Kazaa digital music service assets,
as well as certain other assets of Brilliant Digital, in accordance
with the terms of an asset purchase agreement entered into between
the parties on October 13, 2010.
The purchase price for the acquired assets
includes the issuance by Atrinsic of an additional 7,125,665 shares
at the closing of the transactions contemplated by the asset
purchase agreement as well as the assumption of certain liabilities
related to the Kazaa business. The closing of the
transactions contemplated by the asset purchase agreement will
occur when all of the assets associated with the Kazaa business,
including the Kazaa trademark and associated intellectual property,
as well as Brilliant Digital’s content management, delivery
and customer service platforms, and licenses with third parties,
have been transferred to Atrinsic. The closing of the
transactions contemplated by the asset purchase agreement is
subject to approval by the stockholders of Atrinsic and Brilliant
Digital, receipt of all necessary third party consents and other
customary closing conditions. At the closing of the
transactions contemplated by the asset purchase agreement, each of
the Marketing Services Agreement and Master Services Agreement will
terminate.
Pursuant to the asset purchase agreement,
Atrinsic has agreed to appoint two individuals to be selected by
Brilliant Digital to serve on Atrinsic’s Board of Directors
effective upon the closing. Kevin Bermeister, Brilliant
Digital’s chief executive officer, is expected to be one of
Brilliant Digital’s nominees. Mr. Bermeister has
been a director of Brilliant Digital since August 1996 and has
served as its President and as its Chief Executive
Officer. Mr. Bermeister previously founded and served as
Chief Executive Officer of Sega Ozisoft which commenced business in
1982. Mr. Bermeister also founded and served as a director of
Packard Bell NEC Australia Pty. Ltd. Mr. Bermeister has
served on numerous advisory boards, including Virgin Interactive
Entertainment Ltd.
Kazaa has been at the forefront of the
transformation of the distribution of digital music and the
acquisition of the Kazaa business is likely to have an equally
transformative effect on Atrinsic. Brilliant
Digital’s relat