Mix generates main impartial, built-in immediate-to-customer media platform offering top quality enjoyment for value aware buyers
Varieties streaming industry’s premier independent AVOD platforms
Management to host conference phone and reside webcast on Might 11, 2022 at 8:30 am ET
COS COB, Conn., May possibly 11, 2022 (Globe NEWSWIRE) — Hen Soup for the Soul Entertainment, Inc. (Nasdaq: CSSE), a single of the largest operators of advertising-supported video-on-need (AVOD) streaming expert services, and Redbox Enjoyment Inc. (Nasdaq: RDBX), a top entertainment corporation, have entered into a definitive settlement under which Chicken Soup for the Soul Leisure will receive Redbox.
The mix of Chicken Soup for the Soul Leisure and Redbox will create a primary independent, built-in immediate-to-client media system offering top quality amusement for worth acutely aware shoppers. The merged enterprise will have enhanced scale throughout written content production and distribution, with a substantial information library, far more than 38,000 kiosks nationwide, considerable digital capabilities in AVOD, TVOD, PVOD, and Rapid, and obtain to thousands and thousands of targeted buyers, including practically 40 million Redbox Perks users.
Jointly, the put together firms will have the industry’s leading, impartial AVOD platforms, one particular of the quickest growing segments of the total entertainment field. In accordance to a modern study by IAB, ad expending on linked Television set platforms enhanced 57% from 2020 to 2021 and is envisioned to raise a further 39% this 12 months.
“Today marks a transformative second for Rooster Soup for the Soul Entertainment and an inflection place for the advertisement-supported streaming field,” reported William J. Rouhana Jr., chairman and main govt officer of Hen Soup for the Soul Enjoyment. “Our acquisition of Redbox will speed up the scaling of our business enterprise as it combines complementary groups and companies to create the streaming industry’s leading independent AVOD. Redbox has 40 million consumers in its loyalty plan and substantial-possible electronic television property which include carriage of in excess of 130 Rapidly electronic channels on its Absolutely free Live Television platform, as perfectly as a robust TVOD and PVOD system. Collectively, we will establish a completely created AVOD and Quick streaming business enterprise: confirmed branded streaming services, formidable written content and manufacturing capabilities, and a strong AVOD and Fast advert income operation.”
“We imagine that Hen Soup for the Soul Enjoyment is the excellent husband or wife for Redbox. By becoming a member of forces, we will speed up Redbox’s transition from a bodily to significant expansion digital media corporation and be the only enjoyment service provider genuinely focused on worth for consumers,” claimed Galen Smith, main government officer of Redbox. “This all-stock transaction gives Redbox stockholders with the chance to participate in the considerable in close proximity to- and extended-expression upside prospective of a diversified and growing enterprise with larger scale and assets. With our footprint of more than 38,000 kiosks, numerous content libraries and put together streaming platforms, we will be properly positioned to deliver consumers a prosperity of large-quality enjoyment alternatives.”
Rouhana continued, “More and extra viewers are embracing ad-supported streaming choices in a written content surroundings characterized by twine-reducing and saturation of high-priced membership expert services. In close proximity to phrase, these disorders are even more acute against a macro backdrop of increasing inflation and economic uncertainty. With the blend of a huge content library, digital AVOD and Quick channel abilities, and an growing world wide audience, we believe that we will be equipped to supply more interesting high quality enjoyment for millions of worth acutely aware viewers and travel more progress and benefit creation for our stockholders.”
The mixture is anticipated to be accretive to Adjusted EBITDA in 2023, with many prospects to cross-promote just about every company’s purchaser base across electronic houses, distribute Monitor Media titles via Redbox kiosks and leverage tech and know-how to fully capitalize on Redbox’s AVOD chance. The company expects to supply annual-operate rate price tag synergies in surplus of $40 million in 2023. Chicken Soup for the Soul Amusement expects that the blended corporation will exit 2022 with a operate-amount exceeding $500 million of profits and $100 – $150 million of Altered EBITDA.
Less than the phrases of the agreement, which has been accepted by the Boards of Directors of each firms, Redbox stockholders will receive a set trade ratio of .087 of a share of course A prevalent stock of Rooster Soup for the Soul Leisure per Redbox share. Pursuing the close of the transaction, Rooster Soup for the Soul Entertainment stockholders will have around 76.5% of the combined business, and Redbox stockholders will possess around 23.5% of the put together enterprise, on a fully diluted foundation.
Timing and Approvals
Redbox stockholders keeping somewhere around 86% of the Redbox voting power have entered into a voting arrangement to approve the transaction. Chicken Soup for the Soul Entertainment stockholders keeping close to 91% of the voting ability of Rooster Soup for the Soul Amusement have shipped a composed consent approving the transaction.
The transaction is anticipated to close in the 2nd fifty percent of 2022, subject matter to the receipt of required regulatory approvals and other customary closing disorders. On closing, the mixed entity will keep the identify Hen Soup for the Soul Amusement and will continue on to trade under the ticker symbol “CSSE” on the Nasdaq stock trade.
Guggenheim Securities, LLC is serving as monetary advisor to Hen Soup for the Soul Amusement and Brian Ross of Graubard Miller is serving as authorized counsel to Hen Soup for the Soul Amusement. PJT Companions and Kroll, LLC are serving as money advisors to Redbox. Weil, Gotshal & Manges LLP is serving as authorized counsel to Redbox.
Convention Connect with
The management of Rooster Soup for the Soul Enjoyment and Redbox will host an trader meeting connect with today, May possibly 11, 2022, at 8:30 a.m. ET, to focus on the proposed transaction as well as Chicken Soup for the Soul Entertainment’s outcomes for its initial quarter finished March 31, 2022. For fascinated traders who would like to participate, the domestic toll-totally free obtain amount is (888) 428-7458 and the global toll-free of charge obtain variety is (862) 298-0702. The moment connected with the operator, request entry to the Chicken Soup for the Soul To start with Quarter 2022 Earnings Convention Contact.
A webcast of the contact will also be obtainable at the gatherings part of the Hen Soup for the Soul Leisure investor relations website: https://ir.cssentertainment.com/.
An investor presentation with far more specific facts pertaining to the proposed transaction will be furnished by Hen Soup for the Soul Enjoyment with the SEC beneath go over of a Latest Report on Variety 8-K, which can be seen on the SEC’s internet site: www.sec.gov. This presentation will also be readily available on the Chicken Soup for the Soul investor relations web site: https://ir.cssentertainment.com/.
About Rooster Soup for the Soul Leisure
Hen Soup for the Soul Amusement, Inc. (Nasdaq: CSSE) operates online video-on-demand from customers streaming expert services (VOD). The firm owns Crackle Additionally, which owns and operates a wide variety of advert-supported VOD streaming providers which includes Crackle, Chicken Soup for the Soul, Popcornflix, Popcornflix Children, Truli, Pivotshare, Españolflix and FrightPix. The enterprise also acquires and distributes online video material as a result of its Display screen Media and 1091 Pictures subsidiaries and produces unique video content through the Rooster Soup for the Soul Television Group. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the popular guide series and creates super-top quality pet food beneath the Hen Soup for the Soul manufacturer title.
Redbox Entertainment Inc. (NASDAQ: RDBX) is a leading amusement firm that presents individuals entry to a significant assortment of material across electronic and bodily media. The company operates a fast developing electronic streaming provider that supplies each advert supported (AVOD) and compensated motion pictures from Hollywood studios and hundreds of material companions, as well as in excess of 130 channels of no cost advertisement supported streaming television (Quick). The Redbox app is available on important enjoyment platforms that consist of Roku products, related TVs, gaming platforms, the website as nicely iOS and Android devices. Redbox also operates its popular kiosks across the US at 1000’s of retail places – providing customers cost-effective access to the newest in leisure. The enterprise produces, acquires, and distributes videos as a result of its Redbox Entertainment™ label, supplying legal rights to expertise-led movies that are distributed throughout Redbox’s digital and bodily expert services as well as by means of 3rd-social gathering digital expert services. Headquartered just outdoors of Chicago, Redbox has places of work in Los Angeles and Seattle. For additional information and facts, visit www.redbox.com.
This interaction relates to a proposed business enterprise combination transaction among Rooster Soup for the Soul Enjoyment, Inc. (“CSSE”) and Redbox Leisure Inc. (“RDBX”). This interaction consists of “forward-looking statements” in just the indicating of the federal securities rules. Forward-looking statements deal with a wide range of topics, which include, for instance, projections as to the expected rewards of the proposed transaction, the predicted effects of the proposed transaction on the mixed organization’s small business and foreseeable future economical and working outcomes, the envisioned amount and timing of synergies from the proposed transaction, and the anticipated closing date for the proposed transaction. Statements that are not historical info, including statements about CSSE’s and RDBX’s beliefs, ideas and expectations, are ahead-on the lookout statements. These types of statements are centered on CSSE’s and RDBX’s present expectations and are issue to a amount of aspects and uncertainties, which could lead to precise results to vary materially from people described in the forward-seeking statements. Ahead-on the lookout statements often have phrases this sort of as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “estimate,” “would,” “target” and similar expressions, as well as variants or negatives of these phrases. The following vital aspects and uncertainties, among some others, could trigger actual results to vary materially from people described in these forward-seeking statements: the uncertainty as to the extent of the period, scope and impacts of the COVID-19 pandemic political and financial uncertainty, together with any faltering in world wide financial conditions or the stability of credit history and money marketplaces, erosion of purchaser self esteem and declines in purchaser spending unavailability of raw supplies, providers, supplies or manufacturing capacity alterations in geographic scope or merchandise or consumer blend changes in export classifications, import and export polices or responsibilities and tariffs adjustments in CSSE’s or RDBX’s estimates of their envisioned tax fee centered on existing tax regulation CSSEs potential to correctly integrate RDBX’s businesses and systems the possibility that the anticipated rewards and synergies of the proposed transaction and expansion prospective clients of the put together organization might not be fully accomplished in a well timed method, or at all adverse effects in litigation matters, like the likely for litigation similar to the proposed transaction the risk that CSSE or RDBX will be unable to retain and use crucial staff the hazard linked with CSSE’s and RDBX’s ability to acquire the approvals of their respective stockholders expected to consummate the proposed transaction and the timing of the closing of the proposed transaction, together with the chance that the situations to the transaction are not content on a timely basis or at all or the failure of the transaction to close for any other purpose or to shut on the predicted conditions, including the expected tax remedy the possibility that any regulatory approval, consent or authorization that may possibly be expected for the proposed transaction is not obtained or is acquired matter to circumstances that are not expected unanticipated troubles or expenses relating to the transaction, the reaction of enterprise partners and retention as a final result of the announcement and pendency of the transaction uncertainty as to the extended-time period worth of CSSE’s widespread inventory and the diversion of administration time on transaction-associated issues. These risks, as well as other challenges relevant to the proposed transaction, will be involved in the registration statement on Sort S-4 and proxy assertion/prospectus that will be submitted with the Securities and Trade Fee (the “SEC”) in connection with the proposed transaction. Although the listing of variables introduced right here is, and the checklist of aspects to be introduced in the registration assertion on Kind S-4 are, thought of consultant, no such listing must be regarded as to be a finish assertion of all likely pitfalls and uncertainties. For more info about other factors that could cause actual outcomes to vary materially from those described in the forward-seeking statements, please refer to CSSE’s and RDBX’s respective periodic stories and other filings with the SEC, including the threat things contained in CSSE’s and RDBX’s most current Quarterly Stories on Form 10-Q and Yearly Experiences on Sort 10-K. Ahead-wanting statements represent management’s latest anticipations and are inherently unsure and are manufactured only as of the day hereof. Other than as needed by law, neither CSSE nor RDBX undertakes or assumes any obligation to update any ahead-searching statements, regardless of whether as a final result of new info or to replicate subsequent occasions or situation or usually.
No Offer you or Solicitation
This communication is not meant to and shall not constitute an present to invest in or market or the solicitation of an offer you to buy or market any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which this kind of offer, solicitation or sale would be unlawful prior to registration or qualification less than the securities legislation of any this sort of jurisdiction. No featuring of securities shall be produced, besides by signifies of a prospectus assembly the necessities of Area 10 of the U.S. Securities Act of 1933, as amended.
Additional Information and Wherever to Locate It
In relationship with the proposed transaction, CSSE intends to file with the SEC a registration assertion on Variety S-4 that will include a proxy assertion of RDBX and that also constitutes a prospectus and Details Statement of CSSE. Every single of CSSE and RDBX may possibly also file other suitable paperwork with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement/Info Assertion/prospectus or registration statement or any other document that CSSE or RDBX may file with the SEC. The definitive proxy assertion/Information Statement/prospectus (if and when offered) will be mailed to stockholders of CSSE and RDBX. Traders AND Security HOLDERS ARE URGED TO Browse THE REGISTRATION Statement, PROXY Statement/Information Statement/PROSPECTUS AND ANY OTHER Relevant Documents THAT May BE Submitted WITH THE SEC, AS Very well AS ANY AMENDMENTS OR Supplements TO THESE Files, Diligently AND IN THEIR ENTIRETY IF AND WHEN THEY Develop into Out there Mainly because THEY Include OR WILL Incorporate Critical Information and facts ABOUT THE PROPOSED TRANSACTION. Investors and protection holders will be capable to get free copies of the registration assertion and proxy statement/Details Statement/prospectus (if and when readily available) and other documents containing critical data about CSSE, RDBX and the proposed transaction, the moment these files are filed with the SEC through the site taken care of by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CSSE will be readily available free of charge of charge on CSSE’s web site at https://ir.cssentertainment.com/ or by getting in touch with CSSE’s Investor Relations Department by electronic mail at [email protected] or by telephone at 646-776-0886. Copies of the paperwork submitted with the SEC by RDBX will be readily available cost-free of demand on RDBX’s site at https://investors.redbox.com/ or by getting in contact with Zaia Lawandow at [email protected]
Sure Details Regarding Members in the Solicitation
CSSE, RDBX and particular of their respective directors and government officers may well be considered to be individuals in the solicitation of proxies in respect of the proposed transaction. Information about the administrators and govt officers of CSSE, which include a description of their direct or oblique passions, by stability holdings or otherwise, is set forth in CSSE’s proxy assertion for its 2021 annual assembly of stockholders, which was filed with the SEC on April 30, 2021, and CSSE’s Annual Report on Kind 10-K for the fiscal yr finished December 31, 2021, which was submitted with the SEC on March 31, 2022 and on its internet site at https://ir.cssentertainment.com/. Facts about executive officers of RDBX, including a description of their direct or oblique interests, by stability holdings or otherwise, is set forth in RDBX’s proxy statement for its 2021 annual meeting of stockholders, which was submitted with the SEC on Oct 15, 2021, and RDBX’s Yearly Report on Kind 10-K for the fiscal 12 months finished December 31, 2021, which was submitted with the SEC on April 15, 2022 and on its website at https://traders.redbox.com/. Information and facts about the directors of RDBX and other individuals in the proxy solicitations, will be contained in the proxy assertion/prospectus and other pertinent materials to be submitted with the SEC regarding the proposed transaction when these kinds of elements develop into accessible. Traders must browse the proxy statement/prospectus meticulously when it turns into readily available before earning any voting or investment choices. You may perhaps attain cost-free copies of these files from CSSE or RDBX applying the sources indicated earlier mentioned.
Rooster Soup for the Soul Leisure Investor Relations
Rooster Soup for the Soul Enjoyment Media Get in touch with
Redbox Investor Relations & Media Contact