HandHeld Entertainment's Deadline to Acquire eBaum's World Extended.SAN FRANCISCO San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden -- HandHeld Entertainment, Inc. (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 :ZVUE), a global digital entertainment company, today announced that eBaum's World eBaum's World (subtitled "Media for the masses") is a website featuring media such as videos, Flash cartoons and web games. It is highly controversial for many reasons, primarily due to the fact that content on the website is taken from other sources without permission and has extended by 31 days the closing date of its acquisition by HandHeld in order to permit HandHeld additional time to seek stockholder approval required to close the transaction. Previously, the acquisition was slated to close on or before October 15, 2007. In connection with the extension, HandHeld and eBaum's World agreed to release from escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. the earnest money A sum of money paid by a buyer at the time of entering a contract to indicate the intention and ability of the buyer to carry out the contract. Normally such earnest money is applied against the purchase price. deposit consisting of 261,438 shares of HandHeld common stock and $350,000 cash to eBaum's World and to credit an aggregate of $750,000 against the purchase price of the proposed acquisition. The parties also agreed that Neil and/or Eric Bauman, the principals of eBaum's World, will invest $2 million in convertible debentures Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. and warrants of HandHeld on substantially the same terms as YA Global Investments, L.P. However, the security interest related to such investment will be subordinate to YA Global Investments, L.P. (with respect to the convertible debentures) and to eBaum's World (with respect to the Asset Purchase Agreement). Additionally, the Baumans have been granted an option (which expires upon the closing of the acquisition) to invest up to an additional $1 million in HandHeld on the same terms as their $2 million investment. About HandHeld Entertainment, Inc. HandHeld Entertainment (NASDAQ:ZVUE) is a global digital entertainment company. Its ZVUE Networks (comprised of Putfile.com[TM], Holylemon.com[TM], UnOriginal.co.uk[TM], YourDailyMedia.com[TM], Dorks.com[TM], FunMansion.com[TM] and ZVUE.com) now houses more than 850,000 user-generated and commercial videos available for purchase or free viewing, as well as millions of free user-submitted photos and other media. After completing its proposed acquisition of eBaum's World in November 2007, ZVUE Networks is expected to deliver nearly 3.5 billion page views/video streams in 2007 on a combined basis. HandHeld's ZVUE personal media players are mass-market priced and currently available for purchase online and in Wal-Mart stores throughout the U.S. For more information, visit http://www.hheld.com/index2.php. 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. Statement Statements made in this release that are not historical in nature constitute forward-looking statements within the meaning of the Safe Harbor 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. Forward-looking statements can be identified by the use of words such as "expects," "plans" "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with: (i) whether the conditions to closing proposed financing and acquisition transactions will be met prior to expiration of any deadlines or extensions thereof; (ii) future financial results and financing requirements; (iii) the company's ability to monetize, grow users and obtain synergies from acquired user-generated content The production of content by the general public rather than by paid professionals and experts in the field. Mostly available on the Web via blogs and wikis, user-generated content refers to material such as the daily news, encyclopedias and other references, movie and product reviews as providers; (iv) the company's ability to integrate acquisitions; (v) the effectiveness, profitability, and marketability of the company's current and prospective products and services; (vi) the company's ability to protect proprietary information; (vii), the impact of current, pending, or future legislation and regulation on the company's industry; and (viii) the impact of competitive products, services, pricing or technological changes. Additional risks and forward looking statements are set forth from time to time in the company's filings with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission, including Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , and other filed reports which are available on the SEC's website at www.sec.gov. All forward-looking statements included in this release are made as of the date of this press release, and the company assumes no obligation to update any such forward-looking statements. |
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion