American Vantage Companies Completes Sale of American Vantage Media Corporation.LAS VEGAS Las Vegas (läs vā`gəs), city (1990 pop. 258,295), seat of Clark co., S Nev.; inc. 1911. It is the largest city in Nevada and the center of one of the fastest-growing urban areas in the United States. -- American Vantage Companies (Nasdaq:AVCS AVCS Advanced Vehicle Control System AVCS Advanced Vidicon Camera System AVCS Automatic Vehicle Control Systems AVCS Active Vibration Control System AVCS Attitude and Velocity Control Subsystem AVCS Air Vehicle Control System AVCS Active Valve Control System ) today announced that it had sold all the stock of American Vantage Media Corporation ("AVMC AVMC Aquatic Veterinary Medicine Committee (American Veterinary Medical Association) "), a wholly-owned subsidiary, to Genius Products Genius Products (also known as Genius Entertainment) is a home video company based in Santa Monica, California. On December 5, 2005, Genius Products, Inc. announced a distribution joint venture with The Weinstein Company called Genius Products, LLC,[1], and , Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :GNPI GNPI Gross Net Premium Income ). Consideration included 7.0 million shares of GNPI common stock and five-year warrants to purchase an additional 1.4 million shares of GNPI common stock, half at an exercise price of $2.56 per share and half at an exercise price of $2.78 per share. The consideration also included assumption of certain liabilities, including a $2.3 million Atlantic Bank of New York
relating to relate prep → bezüglich +gen, mit Bezug auf +acc approximately $1.05 million of accounts payable incurred in connection with its former AVMC direct response operations. The direct response accounts payable obligations will be offset from the proceeds, if any, from the sale of approximately $300,000 of direct response inventory. Related to the transaction, AVCS and GNPI also entered into a pledge agreement transferring to AVCS certain assets and liabilities held by American Vantage/Hypnotic, Inc. ("Hypnotic hypnotic /hyp·not·ic/ (hip-not´ik) 1. inducing sleep. 2. an agent that induces sleep. 3. pertaining to or of the nature of hypnosis or hypnotism. "), a wholly-owned subsidiary of AVMC. The transferred assets include co-executive producer fees generated from the television series, "The O.C.," but exclude Hypnotic's 'back-end' interest in "The O.C." In addition to the Hypnotic assets, AVCS retains its 49% interest in the Las Vegas Border Grill Restaurant and its wholly-owned subsidiary, YaYa Media, Inc., which assets primarily include a 36% interest in an unconsolidated investee. "This transaction makes good business sense for both companies," said Ronald J. Tassinari, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of AVCS. "The sale will enable Genius to leverage their distribution infrastructure to maximize the AVMC assets, including the film library, and AVCS will now focus its efforts towards new directions and opportunities." Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by words such as "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," or "will" or the negative of these terms or other comparable terminology. Such statements and all phases of American Vantage Companies' operations are subject to known and unknown risks, uncertainties and other factors, including overall economic conditions and other factors and uncertainties as are identified in American Vantage Companies' Form 10-KSB for the year ended July 31, 2003, Forms 10-QSB for the quarters ended October 31, 2003, March 31, 2004, June 30, 2004 and September 30, 2004, transition Form 10-QSB for the two months ended December 31, 2003, Forms 8-K and Forms 8-K/A's (Dates of Forms 8-K and 8-K/A Reports: December 31, 2003, February 4, 2004, June 2, 2004, June 10, 2004, December 13, 2004 and January 24, 2005). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. American Vantage Companies' actual results, levels of activity, performance or achievements may be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company undertakes no obligation to update the forward-looking statements in this press release. |
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