BOCA RATON, FL/Aug 02, 2019 — Bright Mountain Media, Inc. (OTCQB: BMTM), a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform, announced today that on July 31, 2019, it entered into a Share Exchange Agreement and Plan of Merger (the “Merger”) to acquire Slutzky & Winshman Ltd. d/b/a/ S&W Media Group (“S&W”) in a cash and stock transaction. It was previously announced that it entered into a non-binding Letter of Intent with S&W dated May 23, 2019.
S&W, headquartered in Tel Aviv, Israel, is a data-driven marketing company, which utilizes programmatic solutions for over the top, or (“OTT”), video and mobile advertising. Leveraging machine learning date, S&W provides technology for content creators to deploy, distribute and monetize their content. S&W reported unaudited revenues of $1,565,000 and a net loss of $284,000 for the three months ended March 31, 2019, audited revenues of $12,175,000 and a net loss of $832,000 for the year ended December 31, 2018, and audited revenues of $31,621,000 and net income of $2,873,000 for the year ended December 31, 2017.
The Merger Agreement with S&W and its shareholders provides that, upon the terms and subject to the conditions set forth therein, on the closing date (the “Closing”), we will acquire all of the outstanding shares of S&W (the “S&W Shares”) from the shareholders in exchange for (i) an aggregate of 13,000,000 shares of our common stock (the “Consideration Shares”), and (ii) promissory notes (the “Notes”) in the aggregate principal amount of $750,000 (collectively, the “Purchase Price. At Closing, the S&W shares and the Consideration Shares will be placed in an escrow with a third party escrow agent pending the Effective Time (as hereinafter described). As required under Israeli law, following the closing and upon receipt of regulatory approvals, including receipt of a merger certificate from the Israeli Companies Registrar and the expiration or termination of any waiting period under Israeli law; and assuming there are no statutes, judgments, injunctions, orders or decrees prohibiting consummation of the transactions contemplated under the Merger Agreement (the “Effective Time”), our wholly owned subsidiary, Bright Mountain Israel Acquisition Ltd., an Israeli corporation will merge with S&W with S&W as the surviving entity (the “Merger”).
The Merger Agreement contains customary representations and warranties from each party to the agreement, and each party has agreed to customary covenants.
Following the Closing, the transaction may be terminated if any Israeli Governmental Entity (as that term is defined in the Merger Agreement) issues an order restraining or enjoining the Merger, and such order has become final and non-appealable. In that event, the transaction would be considered null and void.
Kip Speyer, Chairman and CEO of Bright Mountain Media, said that “We have worked very hard with the S&W shareholders to reach this point.” and “We believe that the consolidation of our businesses will permit us to grow exponentially.” Mr. Speyer reiterated that, “Recognizing the global presence of S&W Media and its young, creative and aggressive leadership makes this acquisition, if consummated, a major game changer for us. We believe that a global presence with offices in Israel will permit us to accelerate our growth worldwide.”
“Today’s announcement with Bright Mountain is very exciting for us. We believe that the combination of our company will facilitate our ability to take advantage of global opportunities and grow our combined company internally as well as with strategic acquisitions”, said Messrs. Slutzky and Winshman.
ABOUT BRIGHT MOUNTAIN MEDIA
Bright Mountain Media, Inc. (BMTM) is a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform. Bright Mountain Media’s assets include an ad network, an ad exchange platform and 25 websites (owned and/or managed) that provide content, services and products. The websites are primarily geared for a young, male audience with several that focus on active, reserve and retired military audiences as well as law enforcement and first responders.
Additional information about Bright Mountain Media can be found at: https://www.brightmountainmedia.com.
Forward-Looking Statements for Bright Mountain Media, Inc.
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties. Such forward-looking statements can be identified by the use of words such as “’should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “’plans,”’ and “’proposes,”’ and similar words. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations of our ability to close the proposed acquisition of Inform, Inc., any the realization of any expected benefits from such transaction if closed. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in Bright Mountain Media, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the Securities and Exchange Commission on April 12, 2019 and our other filings with the SEC. Bright Mountain Media, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law.