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8-K - FORM 8-K - Ascent Capital Group, Inc. | v58010e8vk.htm |
Exhibit 99.1
ASCENT MEDIA CORPORATION ANNOUNCES EARLY TERMINATION OF HSR
WAITING PERIOD FOR POTENTIAL TRANSACTION INVOLVING MONITRONICS
INTERNATIONAL
WAITING PERIOD FOR POTENTIAL TRANSACTION INVOLVING MONITRONICS
INTERNATIONAL
Englewood, CO December 6, 2010 Ascent Media Corporation (Ascent Media or the Company)
(Nasdaq: ASCMA) today announced that the Antitrust Division of the Department of Justice and the
Federal Trade Commission granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the Companys potential
transaction involving Monitronics International, Inc. (Monitronics), one of the nations largest,
fastest-growing home security alarm monitoring companies.
Ascent Media is in discussions with ABRY Partners, LLC (ABRY), a leading private equity firm and
controlling shareholder of Monitronics regarding a transaction. Completion of a transaction
remains subject to further negotiations and execution of mutually acceptable agreements. No
assurance can be given that any transaction will be consummated.
Forward Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements about the potential acquisition of
Monitronics, the potential sale of the Content Distribution, Creative Services and Media Services
divisions and other matters that are not historical facts. These forward looking statements involve
many risks and uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements, including, without limitation: Ascent Medias ability to
execute a definitive agreement to acquire Monitronics or, if executed, Ascent Medias ability to
satisfy the conditions to closing or otherwise complete the acquisition or Ascent Medias ability
to satisfy the conditions to the sale of any of the Content Distribution, Creative Services and
Media Services divisions. These forward looking statements speak only as of the date of this press
release, and Ascent Media expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward looking statement contained herein to reflect any change in
Ascent Medias expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Please refer to the publicly filed documents of
Ascent Media, including the most recent Forms 10-Q and 10-K and any subsequently filed Form 8-K,
for additional information about Ascent Media and about the risks and uncertainties related to
Ascent Medias business which may affect the statements made in this press release.
About Ascent Media Corporation and Ascent Media Group
Ascent Media Corporation is a holding company and owns 100 percent of its operating subsidiary,
AMG, which is primarily engaged in the business of providing content and creative services to the
media and entertainment industries in the United States, the United Kingdom and Singapore. AMG
provides solutions for the creation, management and distribution of content to motion picture
studios, independent producers, broadcast networks, programming networks, advertising agencies and
other companies that produce, own and/or distribute entertainment, news, sports, corporate,
educational, industrial and advertising content. On November 24, 2010, Ascent Media announced the
execution of a definitive agreement to sell the Creative Services and Media Services businesses of
AMG to Deluxe Entertainment Services Group Inc. for aggregate net cash consideration to Ascent
Media of approximately $68 million, subject to adjustment. On December 3, 2010, Ascent Media
announced execution of a definitive agreement to sell the Content Distribution business of AMG to
Encompass Digital Media, Inc. for aggregate net cash consideration to Ascent Media of approximately
$113 million, subject to adjustment. Following consummation of such transactions, which are
subject to customary closing conditions, Ascent Media will have sold substantially all of its
current operating businesses. At September 30, 2010, Ascent Media had cash, cash equivalents and
marketable securities, on a consolidated basis, of approximately $375 million, and substantially no
debt. The sale of the Creative Services and Media Services businesses to Deluxe is expected to
close on or about December 31, 2010. The sale of the Content Distribution business to Encompass is
subject to shareholder approval, and is expected to close on or about February 28, 2011.
About Monitronics International
Founded in 1994, Monitronics International is one of the nations largest, fastest-growing home
security alarm monitoring companies. Headquartered in Dallas, the company provides monitored
business and home security system services to more than 700,000 residential customers and
commercial clients through its network of nationwide, independent Authorized Dealers.
About ABRY Partners, LLC
Based in Boston, MA, ABRY Partners is one of the most experienced and successful private investment
firms in North America focused solely on media, communications, business and information services
investments. Since 1989, ABRY Partners has completed over $21 billion of leveraged transactions and
other private equity and mezzanine investments, representing investments in approximately 450
properties.
Contact:
Erica Bartsch
Sloane & Company
ebartsch@sloanepr.com
212-486-9500
Erica Bartsch
Sloane & Company
ebartsch@sloanepr.com
212-486-9500