SOURCE: Tix Corporation

November 22, 2010 09:00 ET

Tix Corporation Announces the Purchase of 4.2 Million Shares of Its Common Stock

STUDIO CITY, CA--(Marketwire - November 22, 2010) - Tix Corporation (the "Company") (OTCQX: TIXC), a leading provider of discount ticket brokerage services and branded event merchandising, today announced that it has purchased approximately 4.2 million shares of its common stock from Joseph B. Marsh and Lee Marshall, the co-Chief Executive Officers of Tix Productions, Inc. ("TPI").

Under the terms of the agreement, the Company will pay for the shares in eight quarterly installments commencing January 3, 2011 for an aggregate purchase price of approximately $5.0 million, or $1.20 per share. The shares will initially be deposited into an escrow account as security for the sellers, during which time an appointee of the Company will have the right to vote the shares. Upon each of the final four quarterly payments, 25% of the shares will be released from escrow to the Company. In connection with this sale, Mr. Marsh resigned from the Company's Board of Directors.

The Company also announced today that it entered into a separate agreement to sell its wholly-owned Live Entertainment subsidiary, comprised of TPI, to members of TPI's management. In exchange, TPI's management will transfer 2.3 million shares of the Company's common stock, including approximately 1.9 million additional shares owned by Mr. Marsh and Mr. Marshall, to the Company. As stated in the announcement, the Company may entertain and accept superior offers to acquire TPI through December 3, 2010. Should the Company accept a superior offer and the agreement with TPI's management is terminated, the Company will purchase an additional 1.9 million shares from Mr. Marsh and Mr. Marshall, for a total of approximately 6.1 million shares (including the 4.2 million shares) for $1.20 per share for a total of approximately $7.3 million. The shares received by the Company from TPI's management (or the additional 1.9 million shares to be purchased from Mr. Marsh and Mr. Marshall in the event the agreement with TPI's management is terminated) will be placed into escrow and released to the Company in accordance with the quarterly schedule mentioned above. 

Mitch Francis, Chairman and CEO of the Company stated, "As part of the discussion with Mr. Marsh and Mr. Marshall about their purchasing TPI, they expressed their interest in selling us all of their remaining shares of the Company's common stock. After consultation with our board and its subsequent approval, we engaged the investment banking firm B. Riley & Co., LLC to evaluate the fairness of the purchase price from a financial perspective, which they in fact confirmed. We therefore believe the purchase price for the common stock is fair and that this transaction will enhance our stockholders' value."

About TIX Corporation

Tix Corporation (OTCQX: TIXC) is an entertainment company providing discount services and branded event merchandising. It currently operates eleven discount ticket stores in Las Vegas under the Tix4Tonight marquee, and offers up to a 50 percent discount for same-day shows, concerts, attractions and sporting events, as well as discount reservations for dining. The Company's Exhibit Merchandising operation is engaged in branded merchandise development and sales activities related to museum exhibitions and other events, including the King Tutankhamun, Cleopatra and Real Pirates tours, and selling themed souvenir memorabilia and collectors' items in specialty stores in conjunction with the specific events and venues such as its store within the Cairo Museum that will be opening soon. 

Safe Harbor Statement

Except for the historical information contained herein, certain matters discussed in this press release are forward-looking statements which involve risks and uncertainties. These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are discussed in the Company's various filings with the Securities and Exchange Commission and the OTCQX. The Company assumes no obligation to update these forward-looking statements. 

Contact Information

  • Contact:
    Steve Handy
    CFO
    818-761-1002