SOURCE: JumpTV Inc.

October 21, 2008 01:50 ET

NeuLion and JumpTV Close Merger and $11 Million Private Placement

IPTV Leaders to Come Together to Offer End-to-End Multi-Platform Enterprise Solution for Online Sports, International and Religious Programming; Merger Creates Internet Protocol Television (IPTV) and Web Streaming Powerhouse

PLAINVIEW, NY--(Marketwire - October 21, 2008) - NeuLion Inc. ("NeuLion"), an end-to-end IPTV service provider of live and on-demand sports, international and variety programming over the Internet and through set top boxes, and JumpTV Inc. ("JumpTV" or the "Company") (TSX: JTV) (AIM: JTV), a leading broadcaster of live and on-demand sports and international television over the Internet, today announced the closing of their previously announced merger (the "Transaction").

Under the terms of the Transaction, JumpTV issued 49,577,427 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 $0.64 per share to the security holders of NeuLion, in exchange for their NeuLion securities. JumpTV also granted 2.7 million employee stock options exercisable at US $0.60. These options were issued as contemplated by the requirements of the Merger Agreement.

The Company also announced the closing of an Cdn $11 million treasury financing at Cdn $1.00 per unit (the "Units"). AvantaLion LLC, an entity controlled by Mr. Charles Wang, the in-coming Chairman of the Company, purchased 10 million Units and G. Scott Paterson, former Executive Chairman and now Executive Vice Chairman, purchased 1 million Units. Each Unit consists of one common share and one-half of one common share purchase warrant exercisable at Cdn $1.25 and one-half of one common share purchase warrant exercisable at Cdn $1.50, each exercisable for a period of two years.

JumpTV held a shareholders meeting on Friday, October 17, 2008 at which resolutions in favor of the merger and private placement by over 99% of shares voted in person or by proxy and other items were overwhelmingly passed. The Board of Directors met on October 20, 2008 and appointed Nancy Li, formerly CEO of NeuLion, as CEO of the merged entity.

"We are delighted to have brought NeuLion and JumpTV together. As consumers increasingly embrace broadband and Internet services to consume their favorite content there is an enormous opportunity for content owners to reach untapped global audiences and we believe that our combined resources will provide our customers/partners the leading IPTV video experience online," said Nancy Li, founder and CEO of NeuLion and in-coming CEO of the merged entity.

"We are excited by the degree to which complementary technologies have come together by virtue of our merger and how the depth of our mutual expertise in the areas of sports and international IPTV delivery will benefit sports teams, leagues, their fans, television channels, networks and their viewers around the world," said G. Scott Paterson, Executive Vice Chairman of the merged entity.

The merged entity brings together two IPTV industry leaders to deliver a best-in-class end-to-end solution for streaming content live and on-demand over the Internet. The Company's IPTV service spans across multiple devices and viewing platforms including the PC and to the television through its proprietary IPTV set top box. On behalf of customers/partners, the Company provides content ingestion, encoding in multiple formats, digital rights and content management, along with all of the required content delivery, customer billing and subscription management services. For sports customers, the Company also offers ticketing, e-commerce, live stats, and event management which are all integrated with its 'One Fan Profile' management system.

Together, NeuLion and JumpTV rank as a world leader in customer/partner relationships with sports and international television content partners.

Closing of the merger and offering is subject to final approval of the TSX.

Sports Customers/Partners

NeuLion and JumpTV have more than 200 partnerships with leading professional and collegiate sports properties including:

--  the National Hockey League (NHL)
--  the National Football League (NFL)
--  the American Hockey League (AHL)
--  NCAA Division I schools and conferences
--  South American World Cup Qualifiers
--  World class pro cycling tournaments
    

International and Variety Customers/Partners

NeuLion and JumpTV have more than 200 partnerships with premier international television networks and channels such as:

--  KyLinTV - the first Internet television service dedicated to the
    Chinese community living in North America
--  ABS-CBN - the number-one TV network in the Philippines offering a Set
    Top Box solution in North America
--  Talfazat - the world's leading Internet television online destination
    for the Arabic community
--  TV-Desi - a newly launched Internet television service for South
    Asians
--  Sky Angel - a leading Christian family friendly and general
    entertainment IPTV set top box offering
    

About NeuLion and JumpTV

Based in Plainview, NY, Sanford, Florida and Toronto, Ontario, NeuLion and JumpTV (TSX: JTV) (AIM: JTV) work 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. Content partners are responsible for content aggregation and the sales and marketing for the individual IPTV service. The Company ranks as a world leader in customer/partner relationships with sports and international television content partners including, in sports, the NHL, the NFL, NCAA Division I schools and conferences and, in respect to international television aggregators and networks, KyLinTV (Chinese), ABS-CBN (Filipino), Talfazat (Arabic), TV-Desi (South Asian) and Sky Angel (Christian). Customer/partner content can be viewed by way of Internet on PCs and on the television through the Company's proprietary IPTV set top box. Through the Company's consumer websites: JumpTV.com, Cycling.TV and SportsYa.com, as well as its collegiate and sports partner websites, the Company streamed over 15,000 live sporting events in the past 12 months and ranks consistently as one of the top ten ranked US sports websites as measured by minutes viewed.

Forward-Looking Statement

Certain statements herein relating to JumpTV's merger 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: the integration of the businesses of JumpTV and NeuLion, our continued relationships with our channel partners, general economic and market segment conditions, competitor activity, product capability and acceptance, rates, technology changes and international risk and currency exchange. 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

  • Press Contact:
    Jennifer Powalski
    Corporate Communications
    516-622-8334
    Email Contact

    Investor Relations Contact:
    G. Scott Paterson
    Executive Vice Chairman
    416-368-6464
    Email Contact