June 09, 2008 03:30 ET

JumpTV and NeuLion to Merge and Create Internet Protocol Television (IPTV) and Web Streaming Powerhouse

IPTV Leaders to Come Together to Offer End-to-End Multi-Platform Enterprise Solution for Online Sports, International and Religious Programming

TORONTO--(Marketwire - June 9, 2008) - JumpTV Inc. ("JumpTV"), (TSX: JTV) (AIM: JTV), a leading broadcaster of live and on-demand sports and international television 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 companies have signed a binding letter of intent to merge (the "Transaction"), creating a leading enterprise IPTV provider of online sports, international and religious programming.

Under the terms of the Transaction, JumpTV will issue 49,521,958 common shares, 1,840,097 contingent shares, which represents approximately the entire issued and outstanding shares of JumpTV, and 5 million warrants exercisable for two years at US$0.05 above the five-day weighted average closing price prior to the execution of the Definitive Agreement, to the securityholders of NeuLion, in exchange for their NeuLion securities. JumpTV also intends to grant 2.7 million employee stock options, subject to securities law and exchange rules compliance, exercisable at the five-day weighted average closing price prior to closing, which is expected to be on or before October 1, 2008.

Founded in 2004, NeuLion, a private corporation based in Plainview, New York, provides web-based IPTV services to leading sports customers such as the National Hockey League and the International Fight League. NeuLion also delivers a Set Top Box IPTV solution to premier international customers such as ABS-CBN (Philippines), KylinTV (China) and Globecast (France). NeuLion recorded unaudited revenue for year ended December 31, 2007 of US$7.8 million and a net loss of US$4.0 million inclusive of US$1.5 million of non-cash minority interest losses.

NeuLion's financial information is unaudited; however, this financial information will be audited in connection with the Transaction and included in the Information Circular for the JumpTV shareholders. JumpTV has engaged Oppenheimer & Co. Inc. as its financial advisor in connection with the Transaction and JumpTV's Board of Directors has retained Canaccord Adams to provide a fairness opinion which will be included within the information circular in advance of the shareholder vote.

The Transaction is expected to be completed in the Fall of 2008, subject to receipt of shareholder and customary regulatory approvals, as well as satisfaction of other customary closing conditions. The merged company will continue to be listed on the Toronto Stock Exchange ("TSX"). In accordance with the rules of the AIM market of the London Stock Exchange ("AIM"), the Company's shares have been suspended from trading on AIM until the completion of the Transaction. At that time, the Company will either reapply for admission for trading or will seek its shareholders' approval for cancellation of the listing. The parties anticipate significant operational and human resource synergies and expect an aggregate headcount reduction of approximately 60 people by December 31, 2008.

The merged entity brings together two IPTV industry leaders to deliver a multi-platform IPTV and set top box solution encompassing:

--  Sports: More than 200 partnerships with leading professional and
    collegiate sports properties, including the National Hockey League (NHL),
    more than 150 NCAA colleges and universities, the World Championship Sports
    Network and the 2010 South American, African and Asian World Cup Qualifiers
--  International: More than 200 partnerships with premier international
    networks and channels, such as KyLinTV, the first Internet television
    service dedicated to the Chinese community living in North America, and ABS-
    CBN, the number-one TV network in the Philippines
--  Multi-Platform: Live and on-demand video streaming over the Internet
    including NeuLion's Set Top Box solution for streaming to television
--  Web Services: JumpTV's end-to-end "One Fan Profile" online customer
    relationship management (CRM) solution which includes web hosting, video
    streaming, ticket management and e-commerce

"The combination of our highly complementary technologies and depth of expertise in the areas of sports and international IPTV delivery makes for incredible synergy between the two companies," said G. Scott Paterson, Executive Chairman, JumpTV. "This merger enables us to provide our partners with a complete solution for streaming content live online across multiple devices and viewing platforms."

"Consumers are becoming more reliant on broadband and Internet services for their media experiences and this shift creates enormous opportunity for content owners to reach untapped global audiences," said Nancy Li, Founder and CEO of NeuLion. "NeuLion and JumpTV have committed to creating a one-of-a-kind enterprise offering that manages the end-to-end delivery of content through all broadband platforms: the PC, the TV, and an array of mobile devices."

Terms of the Agreement

The transaction is conditional on the companies entering into a definitive agreement on or before June 25, 2008 (the "Definitive Agreement") and shareholder approval at a meeting anticipated to be held on or about October 1, 2008.

In connection with the merger, JumpTV has decided to retain certain assets of its content delivery network (CDN) and international channels, which it will leverage within the combined company structure and multi-platform IPTV offering. JumpTV previously disclosed that it intended to divest its CDN and international channels.

Sports Programming

The merger brings together the largest online offering through the following partnerships and properties:

--  National Hockey League
--  NCAA Division I schools and conferences
--  2010 South American, African and Asian World Cup Qualifiers
--  World Championship Sports Network
--  International Fight League
--  World class pro-cycling events such as the Giro d'Italia, Tirreno-
    Adriatico, Milan-San Remo, and the Vuelta a Espana

In March, 2008, comScore ranked JumpTV as the #1 most engaging website among those in the sports video category with a recorded 40.4 minutes per viewer per month in the U.S. Additionally, JumpTV viewers watched approximately 20 million minutes of online sports video in the U.S. in March ranking it as #4 in the Sports Video Sites category overall.

During the 2007-2008 National Hockey League season, NeuLion-delivered NHL broadband service streamed over 1,700 NHL hockey games. In the two weeks preceding the NHL Stanley Cup playoffs, the service reached over 10 million unique visitors.

In the past 12 months, JumpTV streamed more than 15,000 live sports events online making it one of the largest broadcasters of professionally licensed live sports programming over the Internet in the world.

International Programming

The merged company will provide IPTV services including live and on-demand video streaming for more than 200 international partners including:

--  KyLinTV (China)
--  ABS-CBN (Philippines)
--  Globecast (France)
--  Channel i (Bangladesh)
--  Canal 7 (Mexico)
--  America TV (Peru)
--  TV Chile (Chile)
--  MBC Broadcasting (Middle East)

KyLinTV, a 17% minority-owned subsidiary of NeuLion offers more than 40 of the most popular Chinese broadcast TV channels and the largest selection of Video-On-Demand (VOD), including more than 30,000 hours of programming.

Religious Programming

The merged company will include NeuLion's partnership with Sky Angel, a Christian family-friendly TV and radio network. Sky Angel's offering includes approximately 50 television channels and over 20 faith-based radio stations.

About the Merged Company

Charles Wang, the founder and former CEO of Computer Associates International, Inc. (now CA, Inc.), owner of the New York Islanders and husband of Nancy Li -- will become Chairman of the merged company. Mr. Paterson, will be Executive Vice-Chairman and Ms. Li will become CEO and a Director. Jordan Banks will continue to serve as CEO of JumpTV on an interim basis. Nada Usina, current President of JumpTV, will continue as President of the merged company.

Upon the execution of the Definitive Agreement, 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. Each unit (a "Unit") will consist of one (1) common share and one-half of one common share purchase warrant exercisable at $1.25 and one-half of one common share purchase warrant exercisable at $1.50. The warrants partially comprising the Units will be exercisable for a period of two years from the date of issuance.

G. Scott Paterson has also committed to buy 1 million Units on the same terms. The aggregate gross proceeds from the sale of Units will be CDN$11 million.

Closing of the proposed Unit offering is scheduled to occur on June 25, 2008. The proposed closing date of the Unit offering is reasonable and necessary in the circumstances in order to facilitate the Transaction in accordance with JumpTV's and NeuLion's proposed timing. Mr. Paterson's subscription will constitute a related party transaction within the meaning of applicable securities laws.

The common shares and warrants comprising the Units and the common shares issuable upon exercise of the Units will be subject to resale restrictions for a period of four months from the closing date under applicable securities legislation.

Shareholder Call

A shareholder conference call has been scheduled for Monday, June 9 at 4 p.m. Eastern Time, to discuss the transaction and the merged company.

To participate in the call, interested parties can use the following dial-in numbers:

US AND CANADA TOLL FREE: 1-866-225-0198
INTERNATIONAL: 416-641-6118

Please dial-in at least 5 minutes prior to the call.

Following the call, a digital replay will be posted (MP3 audio file format) under the press release section of the JumpTV website at

About JumpTV

JumpTV (, (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:, Cycling.TV and, 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.

JumpTV gives fans a lifeline to their favorite sports content when they want it, how they want it, where they want it, wherever they are in the world.

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 NeuLion, 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of JumpTV's securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Contact Information


    G. Scott Paterson
    Executive Chairman

    Jennifer Barron
    Email Contact

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

    Andrew Frank
    Kreab Group
    212-935-0210 - office
    Email Contact


    Neil Johnson / Andrew Chubb
    Canaccord Adams Limited
    +44 207 050 6500