Exhibit Merchandising Enters Into Non-Binding Letter Agreement with Tix Corporation.CLEVELAND -- Exhibit Merchandising LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , whose principal members are Joe Marsh and Lee D. Marshall, has signed a non-binding Letter Agreement outlining the terms and conditions and general process for it to be acquired by TIX TIX Tickets TIX Extension Library TIX Space Coast Regional Airport TIX Text in Xml TIX Tk Interface Extension CORPORATION (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :TIXC) ("Tix"). Both Marsh and Marshall are current shareholders of Tix. In addition, Marsh has been providing consulting services to Tix since July 2006. Said Marsh, who with Marshall founded Magic Arts & Entertainment www.magicentertainment.tv and Exhibit Merchandising, "We anticipate an excellent fit between our two companies, and we further believe that there is a dynamic, mutually beneficial Adj. 1. mutually beneficial - mutually dependent interdependent, mutualist dependent - relying on or requiring a person or thing for support, supply, or what is needed; "dependent children"; "dependent on moisture" business opportunity in combining the two companies." Added Mitch Francis, 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 Tix www.tix4tonight.com, "We are delighted by the prospect of acquiring a growing business such as Exhibit Merchandising LLC. We believe there exists between us a synergistic fit with our core business of half-price ticket sales for Las Vegas shows and concerts, as well as with our dinner and golf reservation businesses. Through leveraging our existing relationships with these vendors we would be able to offer branded merchandise to them. We are hopeful that this acquisition will become a material contributor to Tix's operations and cash flows for years to come." The Letter Agreement provides that Tix will pay the greater of a six-times calendar 2008 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become or $4 million, resulting in an initial purchase price of $24 million, payable $10 million in cash and $14 million in shares of restricted common stock at a fixed price of $4.00 per share. Additional consideration based on calendar 2008 EBITDA will be paid in the form of shares of Tix's restricted common stock valued at the thirty-day closing bid price prior to December 31, 2008, but in no event less than $4.00 per share. Based on the current and expected future operations of Exhibit Merchandising LLC, such additional consideration could be substantial. Management of Tix will retain voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. with respect to shares of common stock issued to acquire Exhibit Merchandising LLC. The Letter Agreement provides for a thirty-day exclusive negotiation period and a subsequent ninety-day due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. period for Tix to conduct a financial and operational review of Exhibit Merchandising LLC, to draft definitive transaction documents, and to obtain financing for the transaction. Tix intends to raise the funds required to close this transaction through a private placement of its equity securities. The Letter Agreement is subject to, among other conditions, satisfactory completion of due diligence, obtaining $10 million of new financing, negotiation, preparation and execution of definitive transaction and financing documents, preparation of consolidated financial statements Consolidated Financial Statements The combined financial statements of a parent company and its subsidiaries. Notes: Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge , compliance with state and federal securities laws and regulations, and receipt of the requisite corporate approvals. The transaction is expected to close during the second quarter of 2007. However, as a result of the foregoing uncertainties, there can be no assurances that the transaction will be completed. Furthermore, even if the transaction is completed, there can be no assurances that the future operations of the acquired business will be successful. About Exhibit Merchandising LLC Exhibit Merchandising LLC, located in Aurora, Ohio, was formed in 2004 to handle the affiliated merchandising opportunities that its principals created in forming Magic Arts & Entertainment. Marsh and Marshall formed Magic Arts & Entertainment in 2001 after the 1998 sale of Magicworks Entertainment, Inc. (AMEX AMEX See: American Stock Exchange :MJK MJK Maynard James Keenan (singer) MJK Marinejegerkommandoen (Norwegian Special Forces) ) to SFX SFX Special Effects SFX Self Extracting (data compression) SFX SpreadFireFox (IRC) SFX Sound Effect(s) SFX Side Effects (counter-strike gaming clan) (now Live Nation) for $118 million. Beginning in the early 1980's, Marsh and Marshall built a sterling international reputation for their productions of The Magic of David Copperfield, Lord of the Dance, Janet Jackson's Velvet Rope Tour, Fleetwood Mac's Reunion Tour, and tours of Broadway hits like "Evita," "West Side Story" and "Fiddler on the Roof," as well as Titanic - the Exhibition. That Titanic connection led Joe Marsh into the exhibition business. He now is one of the largest shareholders in Premier Exhibitions (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :PRXI), the producers of 14 exhibits, including "Titanic - the Exhibition" and "Bodies, the Exhibition" throughout the world. Exhibit Merchandising's exclusive contract with AEG AEG Aeger (Latin: Sick) AEG Allgemeine Elektrizitäts-Gesellschaft (Common Electricity Company) AEG Aircraft Evaluation Group AEG Association of Engineering Geologists AEG Air Expeditionary Group Live is responsible for the merchandising success of "Tutankhamun and the Golden Age of the Pharaohs," which has drawn over 2.6 million visitors in only three cities. Exhibit Merchandising LLC was able to successfully negotiate exclusive merchandising rights for the "King Tut" tour, which immediately made the merchandising company both profitable and highly visible in the museum marketplace. Exhibit Merchandising LLC has a 5-year contract to sell King Tutankhamen and the Golden Age of Pharaohs exhibit licensed merchandise through its own outlets or museum stores worldwide. Exhibit Merchandising LLC also signed a 5-year contract to sell licensed Pirates - the Exhibition museum tour merchandise worldwide, which is scheduled to commence as a touring exhibit in 2007. There is also a long-standing arrangement to sell Jesus Christ Superstar licensed merchandise to accompany the musical's road tour. Exhibit Merchandising LLC is also in discussions with numerous new museum-type exhibits to supply merchandising. Exhibit Merchandising LLC sells themed souvenir posters, memorabilia and collector's items in specialty stores set up for the duration of a tour's presence at a particular museum. Some of the merchandise is then remaindered to the museum's general gift store, or shipped to the next tour location. About Tix Corporation Tix Corporation's wholly-owned subsidiary, Tix4Tonight, sells tickets for Las Vegas shows, concerts, attractions and sporting events at half-price, on the same day of the performance. Tix4Tonight also offers half-price dinner entrees at popular restaurants in Las Vegas, and through its recently acquired Stand-By Golf division, has also begun to offer discount golf reservations at Las Vegas golf courses. Tix4Tonight has four prime ticket booth facilities, strategically placed at highly foot-trafficked locations in Las Vegas, Nevada. They include the Hawaiian Marketplace at the South end of the Strip, the Fashion Show Mall Fashion Show Mall is located at 3200 Las Vegas Boulevard South on the Las Vegas Strip in Paradise, Nevada (an unincorporated town in the Las Vegas area). Fashion Show Mall is owned by the General Growth Properties Inc. in front of Neiman Marcus, directly across the street from the new Wynn Resort at the middle of the Strip, North Strip, just South of the Riviera Hotel, and a downtown Las Vegas Downtown Las Vegas can have several meanings depending on how it is used. It can mean:
Los Angeles-based Tix Corporation (OTCBB:TIXC) is coming off its all-time monthly sales record of $2,669,000 in November 2006, as compared to $1,038,000 for November 2005, an increase of 157%. Additional information with regard to the matters discussed in this news release can be found in Tix Corporation's filings with the U.S. Securities and Exchange Commission, which can be accessed without charge at http://www.sec.gov/. Cautionary Statement pursuant to Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: All statements in this news release that are not statements of historical fact are deemed to be forward-looking statements, including our expectations with respect to the acquisition of Exhibit Merchandising LLC and its operations and cash flows. These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Many of these risks and uncertainties are identified in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update these forward-looking statements. This document is only for the general information of shareholders, potential investors and other interested parties, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities. The opinions expressed herein are the current opinions of management as of the date appearing on this document. |
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