iMedia Signs Agreement to Acquire 123tv, the Leading Auction-Driven TV Retailer in Germany
September 22 2021 - 6:11AM
iMedia Brands, Inc. (the “Company” or “IMBI”) (NASDAQ: IMBI) today
announced that on September 22nd it signed a purchase
agreement to acquire 123tv for an enterprise value of approximately
$95 million, with an earn-out potential for an additional $50
million based upon achievement of certain target revenues. The
transaction is subject to customary closing conditions, including
German governmental and Austrian merger control approvals, as well
as a financing condition, and the Company expects to close the
transaction in the fourth quarter of 2021.
123tv is a leading interactive media company
disrupting Germany’s television retailing marketplace with its
expertise in proprietary, Dutch auction style live and automated
auctions that emotionally engages consumers with 123tv’s balanced
merchandising mix of compelling products shipped directly to their
homes. 123tv reaches consumers via its television network available
in 40+ million German and Austrian television households 24 hours a
day, 365 days a year and via its online, mobile and over-the-top
(“OTT”) digital platforms. The company controls its entire value
chain, from global sourcing to the interactive video point-of-sale
experience, to the omnichannel sales and customer solutions.
“We believe gamification of consumers’
emotion-based shopping experience is the ultimate disruption to the
status quo,” said Tim Peterman, CEO of IMBI. “123tv’s
entrepreneurial team with their proprietary technologies are
experts in this shopping disruption and iMedia is humbled by the
trust of 123tv’s primary shareholder, Stefan Eishold of ARCUS
Capital AG, that enables iMedia to help 123tv accelerate its growth
plan, which we believe can include disrupting digital shopping
marketplaces here in the United States.”
Commenting on this transaction, Stefan Eishold,
CEO of ARCUS Capital AG, said: “We at ARCUS and our partners, BE
Beteiligungen and IRIS Capital, would like to thank the 123tv team
for the incredibly successful cooperation over the past five years,
in which we have transformed the business into an omnichannel sales
platform. It was very important to us that we hand over the company
into good hands. With Tim and his team at iMedia we have found the
best possible new owner.”
GCA Altium acted as financial advisor for ARCUS Capital AG and
the other selling shareholders.
About iMedia Brands, Inc.
iMedia Brands, Inc. is a leading interactive
media company that owns a growing portfolio of TV Networks,
Consumer Brands and Digital Services that together position the
Company as a leading single-source partner to television
advertisers and consumer brands seeking to entertain and transact
with customers using interactive video.
About ARCUS Capital AG
ARCUS Capital AG is an independent investment
company based in Germany that is focused on medium-sized companies
in German-speaking countries. The company works in partnership and
continuously as a sparring partner for management in companies it
invests to be competitive and successful together.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
This document may contain certain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding our future operations, future business opportunities, the
ability to disrupt the digital shopping marketplace and the
acquisition of 123tv Group. Any statements contained herein that
are not statements of historical fact, including statements
regarding the expected impact of COVID-19 on television retailing
are forward-looking. The Company often use words such as
anticipates, believes, estimates, expects, intends, seeks,
predicts, hopes, should, plans, will and similar expressions to
identify forward-looking statements. These statements are based on
management's current expectations and accordingly are subject to
uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein due to various
important factors, including (but not limited to): variability in
consumer preferences, shopping behaviors, spending and debt levels;
the general economic and credit environment, including COVID-19;
interest rates; seasonal variations in consumer purchasing
activities; the ability to achieve the most effective product
category mixes to maximize sales and margin objectives; competitive
pressures on sales and sales promotions; pricing and gross sales
margins; the level of cable and satellite distribution for the
Company’s programming and the associated fees or estimated cost
savings from contract renegotiations; the Company’s ability to
establish and maintain acceptable commercial terms with third-party
vendors and other third parties with whom the Company has
contractual relationships, and to successfully manage key vendor
and shipping relationships and develop key partnerships and
proprietary and exclusive brands; the ability to manage operating
expenses successfully and the Company’s working capital levels; the
ability to remain compliant with the Company’s credit facilities
covenants; customer acceptance of the Company’s branding strategy
and its repositioning as a video commerce Company; the ability to
respond to changes in consumer shopping patterns and preferences,
and changes in technology and consumer viewing patterns; changes to
the Company’s management and information systems infrastructure;
challenges to the Company’s data and information security; changes
in governmental or regulatory requirements; including without
limitation, regulations of the Federal Communications Commission
and Federal Trade Commission, and adverse outcomes from regulatory
proceedings; litigation or governmental proceedings affecting the
Company’s operations; significant events (including disasters,
weather events or events attracting significant television
coverage) that either cause an interruption of television coverage
or that divert viewership from its programming; disruptions in the
Company’s distribution of its network broadcast to customers; the
Company’s ability to protect its intellectual property rights; our
ability to obtain and retain key executives and employees; the
Company’s ability to attract new customers and retain existing
customers; changes in shipping costs; expenses related to the
actions of activist or hostile shareholders; the Company’s ability
to offer new or innovative products and customer acceptance of the
same; changes in customer viewing habits of television programming;
and the risks identified under Item 1A (Risk Factors) in the
Company’s most recently filed Form 10-K and any additional risk
factors identified in its periodic reports since the date of such
Form 10-K. More detailed information about those factors is set
forth in the Company’s filings with the Securities and Exchange
Commission, including its annual report on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K. Investors
are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.
The Company’s under no obligation (and expressly disclaim any such
obligation) to update or alter its forward-looking statements
whether as a result of new information, future events or
otherwise.
Contacts:
Investors:Gateway Investor
RelationsCody SlachIMBI@gatewayir.com(949) 574-3860
Media:press@imediabrands.com(800) 938-9707
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