SOURCE: JumpTV Inc.

June 27, 2008 01:30 ET

JumpTV and NeuLion Sign Definitive Agreement to Merge

Internet Protocol Television (IPTV) Leaders to Create Powerhouse of Online Sports, International and Religious Programming

TORONTO--(Marketwire - June 27, 2008) - JumpTV Inc. (TSX: JTV) (AIM: JTV) ("JumpTV" or the "Company"), a leading provider of live and on-demand sports and international programming over the Internet and NeuLion, Inc. ("NeuLion"), an end-to-end IPTV service of live and on-demand sports, international and religious programming over the Internet and through set top boxes, today announced the execution of the definitive agreement in respect of their previously announced merger.

The terms of the definitive agreement are outlined in detail in the June 9, 2008 announcement. Closing of the proposed merger is scheduled to occur on or about October 1, 2008 and is subject to regulatory approvals (including approval of the Toronto Stock Exchange), JumpTV shareholder approval and NeuLion shareholder approval.

JumpTV and NeuLion have agreed that the proposed private placement of units, previously disclosed on June 9th, 2008, will be put to a shareholder vote in conjunction with shareholder approval of the definitive agreement. Pursuant to the private placement, AvantaLion LLC, an entity controlled by Mr. Wang, has irrevocably committed to subscribe for 10 million units from JumpTV's treasury at a price of $1.00 per unit, and G. Scott Paterson has also committed to buy 1 million units on the same terms. The aggregate gross proceeds from the units will be CDN$11 million. Closing of the private placement is subject to regulatory approvals, including approval of the Toronto Stock Exchange. Completion of the merger is additionally conditional on shareholder approval of the unit subscription. The companies continue to anticipate the shareholder meeting will be held on or about October 1, 2008.

Additionally, the Company announced Jordan Banks will cease acting as CEO effective June 27, 2008. In conjunction with this news, Mr. Banks did not stand for re-election as a director of the Company at today's Annual and Special General Meeting.

"We are grateful to Jordan Banks for his strategic vision and unwavering dedication to JumpTV and all of its stakeholders for the past eight months," said G. Scott Paterson, Executive Chairman, JumpTV. "Jordan has played a critical role in JumpTV's evolution. We wish him all the best in his future endeavors."

On June 25, 2008, Brad Greenspan, on behalf of an entity which he controls, delivered an unsolicited offer to combine JumpTV and LiveTime Group. The Board of Directors of JumpTV convened a special meeting to review and consider Mr. Greenspan's proposal. After due consideration, deliberation and discussion, and following receipt of legal and financial advice, the Board determined that Mr. Greenspan's proposal was not in the best interests of the Company, and that the Company's interests and its shareholders' interests were best served by continuing its negotiations with NeuLion, ultimately completing the definitive agreement as described above.

About JumpTV

JumpTV (www.jumptv.com) (TSX: JTV) (AIM: JTV) is a world leading broadcaster of live and on-demand sports video over the Internet. In the last twelve months, JumpTV streamed more than 15,000 live and exclusive sporting events -- comprised of top college (NCAA), professional and Hispanic sports coverage -- to millions of fans globally. JumpTV also delivers a broad offering of internet services to its partners including web hosting, live event video streaming, ticket management and e-commerce.

Through JumpTV's consumer websites: JumpTV.com, Cycling.TV and SportsYa.com, as well as its collegiate and international sports partner websites, JumpTV streams tens of thousands of hours of live and on-demand events and international programming over the Internet each year.

About NeuLion

Based in Plainview, NY, NeuLion works with content partners to develop end-to-end solutions for multimedia IPTV services. The NeuLion iPTV Platform encodes, delivers, stores and manages an unlimited range of multimedia content, and the Operational Support System (OSS) maintains all billing and customer support services. NeuLion content partners are responsible for content aggregation and the sales and marketing for the individual IPTV service.

Forward-Looking Statement

Certain statements herein relating to JumpTV's plans to merge with Nuelion, Inc. are forward-looking statements and represent JumpTV's current intentions in respect of future activities. These statements, in addressing future events and conditions, involve inherent risks and uncertainties. Forward looking statements can by identified by the use of the words "will," "expect," "seek," "anticipate," "believe," "plan," "estimate," "expect," and "intend" and statements that an event or result "may," "will," "can," "should," "could," or "might" occur or be achieved and other similar expressions. Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this release are based upon what Management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this release and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including: general economic and market segment conditions, competitor activity, product capability and acceptance, international risk and currency exchange rates and technology changes. More specific risks include that the merged entity will not be able to realize some or all of the expected synergies due to incompatibilities in the merging businesses, the inability of management to bring about such synergies or a changing business environment rendering such synergies inadvisable or uneconomical. After integrating the businesses the suite of service offerings may not perform as expected if shifting demand moves in a direction away from the expected business model of the merged entity, if competitors are able to take market share away from the merged entity or if changing technology adversely impacts the merged businesses. In addition, while the Company expects its content partners and those of NeuLion to continue and expand their relationship with the merged entity, there can be no assurance that such relationships will continue as expected, or at all. More detailed assessment of the risks that could cause actual results to materially differ than current expectations is contained in the "Risk Assessment" section of the Company's 2007 annual MD&A filed on www.sedar.com.

Contact Information

  • JUMPTV PR / IR CONTACTS:

    G. Scott Paterson
    Executive Chairman
    JumpTV
    416-368-6464

    Jennifer Barron
    JumpTV
    647-426-1243
    Email Contact

    Marc Georges
    Ricochet PR
    Phone: 212-679-3300 x125
    Email: Email Contact

    AIM NOMAD CONTACTS:
    UK
    Neil Johnson / Andrew Chubb
    Canaccord Adams Limited
    +44 207 050 6500