Attached files
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| EX-99.1 - RENTRAK CORP | v169000_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
December 14,
2009
Date of
Report (Date of earliest event reported)
(Exact
name of registrant as specified in its charter)
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Oregon
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0-15159
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93-0780536
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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One
Airport Center
7700
N.E. Ambassador Place
Portland,
Oregon 97220
(Address of principal
executive offices, zip code)
(503)
284-7581
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
December 14, 2009, Rentrak Corporation (“Rentrak”) entered into
a Master Purchase Agreement (the “Purchase Agreement”) with The Nielsen
Company (US), LLC, a Delaware limited liability company (the “Seller”), pursuant
to which Rentrak will acquire the shares of Nielsen EDI Limited, a private
limited liability company incorporated and registered under the laws of England
and Wales, and certain of the Seller’s assets in the United States, Australia,
Germany, France, Mexico, Argentina, and Spain relating exclusively to the
portion of the Seller’s business that provides information management and
business intelligence services by gathering and tracking theatrical gross
receipt ticket sales and related information at movie theaters in certain
countries for films and pay-per-view screenings at such facilities
(collectively, the “EDI-Business”).
As
consideration for the acquisition of the EDI-Business, Rentrak has agreed to pay
US$15,000,000 and to assume certain liabilities of the EDI-Business. The
Purchase Agreement contains customary representations, warranties and covenants.
The closing is subject to customary conditions, including the receipt of any
requisite governmental approval. Under the Purchase Agreement, the Seller has
agreed to notify or consult with all requisite works councils and other similar
employee representative bodies. In addition, the parties have agreed
that the Purchase Agreement shall not be considered binding on them in certain
countries until the requisite consultation processes with the employee
representative bodies have been completed. Subject to certain limitations,
each party has also agreed to indemnify the other parties for breaches of
representations, warranties and covenants and other specified
matters.
Rentrak
and the Seller will enter into a Data License Agreement that will provide
continued access to certain box office sales information for certain of the
Seller’s existing products and services that currently use or feature such data
and a Transition Services Agreement that will provide certain services to
Rentrak on a transitional basis.
The foregoing summary of the Purchase Agreement does not purport to describe all
of the terms of the Purchase Agreement and is qualified in its entirety by
reference to the full text of the Purchase Agreement, a copy of which will be
filed with the Securities and Exchange Commission following the consummation of
the transactions contemplated therein.
(d)
Exhibits
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99.1
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Press
Release entitled “Rentrak to Have Global Footprint with Acquisition of
Nielsen EDI” issued by Rentrak Corporation on December 15,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RENTRAK
CORPORATION
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Date:
December 14, 2009
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By:
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/s/
David Chemerow
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David
Chemerow
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Chief
Operating Officer and Chief Financial
Officer
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Exhibit
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99.1
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Press
Release entitled “Rentrak to Have Global Footprint with Acquisition of
Nielsen EDI” issued by Rentrak Corporation on December 15,
2009.
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