Massive Interactive to be acquired by Deltatre

Massive Interactive, Inc. Enters Into Agreement to be Acquired by Deltatre

LONDON — Massive Interactive, Inc. (OTCBB:HUGE), the award-winning OTT software company, today announced it has signed a definitive agreement to be acquired by Deltatre, the international leader in sports media technology services. Deltatre will acquire Massive and its subsidiaries in a cash transaction valued at approximately USD $92 million.

The transaction is structured as an acquisition of Massive, pursuant to a merger and purchase of the additional outstanding equity interests of one of Massive’s subsidiaries under a separate equity purchase agreement. The closing of that merger and equity purchase are contingent upon one another and structured to occur simultaneously. Both transactions are subject to certain customary closing conditions and are expected to be completed in November 2018.

The transaction has been approved by the written consent of a majority of the voting power of the stockholders at Massive, is subject to regulatory approvals and other closing conditions, and is expected to close by the end of November 2018. Gibson Dunn is Deltatre’s legal counsel, and HSBC is its financial advisor. Raymond James is Massive’s financial advisor, DLA Piper is Massive’s legal counsel and PwC provided tax and accounting advice.

“Since the formation of Massive in 1996, we have demonstrated a proven track record of revolutionising the way the world consumes video entertainment. Today we are pleased to announce this transaction, which strengthens Massive’s position as the leading provider of targeted user experience OTT video solutions and opens up new market opportunities together with Deltatre,” said Ron Downey, Massive Co-Founder, and CEO.

Transaction details

The aggregate consideration payable at the closing by Deltatre for the equity of Massive and its subsidiaries is approximately USD $76.6 million, with USD $47.9 million of such equity amount payable in the Merger of Massive and USD $28.7 million payable to the other holders of equity of the subsidiary. Under the terms and conditions of the definitive merger agreement, Massive’s common stockholders will receive USD $0.22128 in cash per share. The aggregate amount payable to common stockholders shall be reduced by a total of not more than USD $12,000, if closing occurs after 20th November 2018 but before the 28th November. Massive’s preferred stockholders will receive USD $0.001 per share of preferred stock upon closing of the merger.

Additionally, after closing of the transactions, Massive’s stockholders and the other sellers will be eligible to receive a contingent earnout payment with a maximum aggregate value of USD $35 million. The payment of the earnout is conditional and may not occur; it is subject to Massive and its subsidiaries achieving certain financial targets in the three calendar years following closing of the acquisition, subject to acceleration or reduction in certain circumstances.