Liquid Media Signs Definitive Agreement to Acquire Digital Cinema United – Form 6-K
Liquid Media signs definitive agreement to acquire Digital Cinema United
Vancouver, British Columbia – February 11, 2022 -Liquid Media Group Ltd. (“the Company”, “Liquid Media” or “Liquid”) (Nasdaq: YVR) today announced that pursuant to its press release dated August 4, 2021, it has entered into a definitive agreement to acquire Digital Cinema United Holdings Ltd. (“DCU”), which provides content supply chain technology and services supporting independent intellectual property (IP) owners, producers, sales agents, alternative content distributors, downstream media platforms and studios around the world. Closing is expected to be completed in the coming weeks as the remaining customary closing conditions are satisfied and will drive Phase III of Liquid’s four-phase business solutions engine covering the end-to-end creative process from inception to completion. monetization.
“With the acquisition of DCU, Liquid inherits DCU’s longstanding position as the company of choice for the entertainment and media industry. The services provided by DCU are essential for film producers and distributors and television, engage with customers across all aspects of the supply chain, energize our solution engine and expand our reach,” said Ron Thomson, CEO of Liquid Media. “This transaction is a strategic win for both companies, DCU bringing a range of loyal customers, a revenue base and an excellent reputation around the world. the many branches of its growing family of companies. »
DCU’s supply chain provides technical services and solutions that bring image and audio to life in any environment, from cinemas, aircraft and television to streaming and other VOD platforms. . File format creation, quality control, mastering, packaging and delivery, distribution and metadata management are some of the key areas in which DCU excels and helps content owners get their work out into the world. the whole world. The collaborative process between DCU and its customers truly allows producers and sales companies to feel reassured knowing that their projects are in good hands, trusted by over 700 distributors worldwide.
“We are delighted to enter into our agreement with Liquid Media Group, a company whose vision and strategies align with ours and therefore it suits DCU very well,” said Alan Christensen, CEO of Digital Cinema United. “The recent acquisitions that Liquid has made show a huge step forward in becoming a complete solution engine for content creators, enabling a much more automated and cost-effective model that ultimately produces better returns. We see the value in the skill sets of all companies working together seamlessly, and we believe that DCU is an integral part of the machine.We look forward to building a better future for the entire industry together.
Digital Cinema United will continue to provide its popular end-to-end digital supply chain services and tools to over 700 customers in North America, Latin America, Australia, New Zealand, Europe, Middle East and in Africa. In parallel, DCU will play an important role in Phase III of Liquid’s business solutions engine, which covers integrated content digital asset management for intellectual property owners and creators of all sizes.
“We are extremely pleased to have reached this milestone and to welcome the brilliant team at DCU to the Liquid Media family of companies,” added Thomson. “The growth of our business directly supports the expansion and success of our four-phase solution, which covers the entire IP lifecycle. We are excited about the tremendous momentum this gives Liquid and the enduring value our growth creates for shareholders.”
Under the terms of the definitive agreement, Liquid will acquire DCU for US$11.25 million payable in shares of Liquid common stock, which are expected to be paid to DCU investors through specific performance milestones in three tranches. The first tranche of consideration shares is payable at closing and will consist of $3,750,000 of common stock of Liquid at a price per share equal to the greater of $1.25 or the five-year volume-weighted average trading price. days of Liquid common stock immediately prior to closing. The remaining two stages will be triggered by the DCU generating revenues totaling more than US$15 million over a period of up to five years, with the corresponding consideration shares being issued at the share price reflecting the price levels of then current share (but not less than $1.25/share), based on a formula designed to arrive at an average issue price over the entire transaction of $2.00 per Liquid common share. In addition to statutory resale restrictions applicable to all Consideration Shares, 50% of the first tranche of Consideration Shares are subject to resale restrictions expiring at the rate of 300,000 Consideration Shares every six months from issue, subject to acceleration in certain circumstances, as more particularly described in the definitive agreement, which will be available under the Company’s profile at www.sedar.com in due course.
Digital Cinema United (DCU), a Liquid Media company, is a global provider of technical content services for cinema, home entertainment and digital distribution platforms, with operations in Los Angeles, London, Malta, Prague and in South Africa. DCU supports content distribution for major Hollywood majors, independent studios, event theater distributors, and renowned content producers and owners worldwide through DCP Production and DCP Delivery services of feature films and trailers in all cinemas in North America, Europe, the Middle East and Africa. , Australia and New Zealand. DCU also provides an international service with worldwide localization and direct delivery to video-on-demand (VOD) streaming platforms. DCU operates Trusted Partner Network (TPN) certified facilities in all of its regions.
Additional information is available at https://digitalcinemaunited.com/.
About Liquid Media Group Ltd.
Liquid Media Group Ltd. (Nasdaq: YVR) is a business solutions company that empowers independent IP creators. Liquid’s end-to-end solution will enable the creation, packaging, financing, delivery and monetization of professional video (film/TV and streaming), enabling IP creators to take their professional content from creation to whole process until monetization.
Liquid’s blockchain framework, developed with Eluvio, enables independent producers and content creators to leverage blockchain technology and NFTs to reach new audiences, achieve decentralized distribution at lower cost, access funding for the production, sell merchandise and other special access experiences, and stream directly to global audiences on their own terms.
Additional information is available at www.LiquidMediaGroup.co.
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