JTV) (TSX: JTV), the
world's leading broadcaster of live television over the Internet, announced
that it has agreed to acquire Cycling TV Ltd ("Cycling.tv" or the
"Company") (www.cycling.tv), based in London, England, for a total of £2.44
million (approx US$4.95 million), which includes £1.09 million (approx
US$2.21 million) in cash payable on closing, and £1.34 million (approx
US$2.74 million) in common stock, which will be issued on 28 September
2007. Application to the AIM Market of the London Stock Exchange will be
made in due course. The transaction is expected to close this week.
The agreement also includes performance shares equal to £3.35 million
(approx US$6.79 million) that may be earned based on pre-determined revenue
targets. To earn all of the performance shares, revenue for the 24 month
period ended July 31, 2009 would need to exceed £5.43 million (approx
The JumpTV share price used to calculate the number of shares to be issued
in connection with this acquisition will be equal to the average closing
price of the JumpTV common stock on the Toronto Stock Exchange in 2007 on
each of June 29, July 31, August 31, and September 28.
Cycling.tv currently holds the internet broadcast rights to top-tier
international cycling races including Vuelta a España (one of the three
European "Grand Tour" races), Paris Roubaix, Tour de Suisse, Criterium
Dauphine du Libere and the Amstel Gold Race. Like JumpTV, Cycling.tv
typically has long-term exclusive Internet broadcast agreements with its
rights owners. .
In 2007, Cycling.tv will broadcast all of the major cycling races worldwide
live other than the Tour de France. Cycling.tv viewers do, however, have
access to 3-minute highlights of each Tour de France day's racing, on a
video-on-demand basis, in addition to an unprecedented amount of exclusive,
behind-the-scenes reports and extra features which the Company produced in
association with Tour de France organizers, ASO.
Cycling.tv has an audience of Pro Cycling fans all over the world with its
largest markets being North America and Western Europe. In June 2007, the
Company reported viewers in 139 countries.
In 2006, Cycling.tv streamed more than 130 live racing days of cycling and
currently averages more than 12 live streamed race days per month. The
Company anticipates streaming more than 140 live race days in 2007.
Cycling.tv is the leading online video network offering dedicated cycling
content to the global cycling audience. Cycling.tv currently has
approximately 18,000 paying subscribers who pay, on average, an annual fee
of approximately £19. On an average monthly basis over the past 12 months,
Cycling.tv had approximately 130,000 unique visitors, over 200,000 live and
video-on-demand stream views and approximately 10 million live and
video-on-demand minutes viewed across the Cycling.tv platform and all other
video distribution platforms. Like JumpTV, Cycling.tv has a targeted
audience for advertisers and high engagement with average user viewing
sessions of 43 minutes.
The Company currently offers a mixture of live and archived cycling
races/events and related value-added content on a subscription,
pay-per-view basis and free-to-consumer, ad-supported basis. All of the
content offered through Cycling.tv is made available for free at
lower-quality data rates while subscriptions are available to
There are currently four subscription packages available to users of
Cycling.tv including the Premium Channel, Versus Channel, Vuelta a España
Channel and the UCI Channel. The Premium Channel subscription is the most
popular and includes access to the cycling calendar's top live action
including the "Spring Classics," plus full access to the full Premium video
archive. A Versus subscription allows North American users full access to
the Giro D'Italia (the world's second largest cycling event) live, plus
other top Italian cycling on a video-on-demand basis. The Vuelta a España
subscription includes full access to the live and on-demand event, and
finally, the UCI Channel subscription offers access the World Championships
in all of the disciplines including road, track, cyclo-cross and mountain
G Scott Paterson, chairman and CEO of JumpTV, said: "This acquisition is in
line with our pursuit of exclusive, hard-to-find and high-affinity Internet
video content. Cycling is a global sport with a large and passionate
international following. Moreover, we are confident that, as part of
JumpTV, the world's top cycling races will be able to afford their
worldwide fans the best in an online experience."
Kaleil Isaza Tuzman, president and COO of JumpTV, continued, "As we have
continually stated, sports programming on JumpTV drives viewership and we
will continue to aggressively pursue the internet broadcasting rights to
important international sporting properties. These properties also hold
appeal for our distribution partners around the world -- be they ISPs,
Internet portals, mobile carriers or IPTV set-top-box providers."
JumpTV will continue to maintain the Cycling.tv website and Simon Brydon,
the current chief executive officer of Cycling.tv, will continue in his
position managing the asset. Cycling.tv will become part of the
JumpTVSports division along with the to-be-acquired XOS Broadband Network,
the acquisition of which is expected to close later this month. JumpTV's
Hispanic sports portal, www.SportsYa.com, and exclusive properties such as
FIFA championship soccer tournaments in Canada, Euro2008 Qualifying
matches, the Egyptian Football Federation and the Israeli Football League
will also form part of JumpTVSports.
Brydon commented on the agreement with JumpTV, "We are delighted that
Cycling.tv has found a perfect home at JumpTV. By becoming a part of the
JumpTV team, we are instantly able to leverage our existing roster of
top-tier cycling events and industry know-how with JumpTV's proprietary
content delivery network, its 'Jumper' API media player and global
distribution partnerships -- factors which we believe will add experiential
value to our viewers, expand our overall viewership and add to the value
proposition for our advertisers."
Brydon continued, "To date Cycling.tv has focused on the sport of
professional bike racing and while this will always be core to the Company,
this also gives us an opportunity to develop our leisure cycling and
recreational biking content which we believe will widen our appeal even
Cycling.tv generated, on an unaudited basis, £229,860 (approx US$465,397)
of revenue in the 5 months ending May 31, 2007 and an operating loss of
£167,411 (approx US$338,957) during the same period. Unaudited revenue and
operating loss for calendar 2006 was £376,795 (approx US$762,897) and
£536,383 (approx US$1,086,015) respectively compared to £77,580 (approx
US$157,076) and £79,494 (approx US$160,952) for the calendar year 2005.
Pro forma of the closing of the acquisitions of Cycling TV and the XOS
Broadband Network (expected to be prior to the end of August 2007) there
are, as of today's date, approximately 72,000 paying monthly/annual
subscribers on JumpTV.
Live Television From Around the World -- online, anytime, anywhere.
JumpTV (AIM: JTV) (TSX: JTV) is the world's leading distributor of live
Internet television. With over 290 TV channels from 75+ countries, JumpTV
delivers full-screen news, sports and entertainment content on a real-time
basis from all corners of the globe to computers, Internet-enabled TV sets,
IP set-top-boxes and cell phones with browser access.
Certain statements herein may constitute forward-looking statements,
including those identified by the expressions "may," "will," "should,"
"could," "anticipate," "believe," "plan," "estimate," "potential,"
"expect," "intent" and similar expressions to the extent they relate to
JumpTV or its managements. These statements reflect JumpTV's current
expectations and are based on information currently available to
management. These forward-looking statements are subject to a number of
risks, uncertainties, assumptions and other factors that could cause actual
results or events to differ materially from current expectations, including
the matters discussed under "Risk Factors" contained in JumpTV's prospectus
(admission document) dated August 1, 2006 and the matters discussed under
"Risk Factors" contained in JumpTV's final short form prospectus dated
February 19, 2007. These forward-looking statements are made as of the date
hereof, and JumpTV assumes no obligation to update or revise them to
reflect new events or circumstances.