Select Media Communications Announces Strategic Exchange Agreement With ANTRA Holdings Group; Company Also Completes Bridge Financing.Business & Entertainment Editors NEW YORK--(BUSINESS WIRE)--Nov. 29, 2001 Select Media Communications, Inc. (OTCBB:SMTV SMTV - Saturday Morning Television (UK)) today announced that the Company reached an agreement in principle with 90 percent of the shareholders of ANTRA Holdings Group (Pink Sheets:RECD RECD - Real-Ear-to-Coupler Difference (audiology) RECD - Received) to exchange their stock for shares in Select Media. ANTRA Holdings Group will become a new division of Select Media, which is to be called ANTRA Entertainment. 2,750,000 shares of restricted Select Media common stock will be used for the exchange of all of the outstanding shares of ANTRA Holdings Group. In connection with this exchange, Select Media also announced that it reached agreement in principle to convert ANTRA Holdings Group convertible debt into $ 7 million of Select Media convertible debt. The debt is redeemable at any time at 115% of the outstanding principal. Conversion is subject to a volume restriction agreement as are the shares being exchanged with shareholders of ANTRA Holdings Group. Select Media will also issue to the debt holders, one million warrants to purchase common stock at $2.50 callable by the Company at $7.50. A convertible loan of $ 250,000 as bridge financing to operate ANTRA is also being provided as part of this transaction. This loan is convertible into Select Media common stock. The Company has also agreed to file a registration statement covering the common stock underlying the above convertible debt, convertible loan and warrants. ANTRA Entertainment is a full service record and publishing company focusing on the resourcing of talent and marketing of new music together with the production, acquisition, licensing, publishing and distribution of high-quality recorded music in the musical genres of Urban Music - which includes Urban/Rap/Hip-Hop and Rhythm and Blues, with some interest in Rock and Pop. Its primary artists are Kurupt, Spooks, Crush, Borialis, Tony Kurtis and Deep 6ix. The Spooks single record Things I've Seen, shipped over 1 million copies in Europe. Kurupt's last album Tha Streetz Iz A Mutha, shipped over 500,000 copies in the United States. In July 2001, shipment began of Kurupt's latest album Space Boogie: Smoke Oddessey. Over 400,000 copies have already been shipped. ANTRA Entertainment has produced and released two soundtracks for an HBO Original Production, Disappearing Acts, starring Wesley Snipes and Sanaa Lathan and for the motion picture, Once In The Life, a directorial debut for Oscar(R) nominated actor, Laurence Fishburne. In September ANTRA Entertainment released its third soundtrack for Lions Gate motion picture release of "O" which is a modern adaptation of Shakespeare's Othello starring Martin Sheen, Mekhi Phifer, Josh Harnett and Julia Stiles. ANTRA Entertainment has a distribution and services agreement with Artemis Records. Artemis distributes records including distribution through RED Distribution, Inc., which is partially owned by Edel and Sony Corporation (NYSE:SNE). Mr. James Mongiardo, Select Media's Chairman and CEO, commented, "We are delighted to have reached an agreement in principle with 90% of the shareholders of ANTRA Holdings Group for this exchange and to secure bridge financing to operate this division. ANTRA Entertainment gives Select Media capabilities in audio production and services, the resourcing of talent and marketing of new music and the production, licensing, publishing and distribution of high-quality recorded music with a pipeline of content." Select Media has restructured itself as a holding company to acquire content providers, production and post-production houses. This will enable it to be a vertically integrated provider and distributor of video/television programming and recorded music. "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995 This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, including statements that include the words "believe," "intend," or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Select Media Communications, Inc. to differ materially from those implied or expressed by such forward-looking statements. Select Media Communications, Inc. advises to review all subsequent reports filed with the Securities and Exchange Commission under the Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statements, facts, events or circumstances that may bear upon this press release. |
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