15 September 2005 Artist & Entertainment Group Limited Acquires Destra’s Digital Media Assets
Artist & Entertainment Group Limited (ASX:AEM) & Destra Corporation Limited (ASX:DES) have decided to join forces to advance their shared vision of leading the Australian market in the development and consolidation of Digital Media Digital Media refers to the convergence of conventional media such as music, video, radio, television, magazines and newspapers with technologies such as the internet, mobile telephony and digital television.
The agreement provides for the following:
AEM will acquire all of DES’s Digital Media Assets.
Consideration for the destra media assets will be 41,612,112 shares in AEM issued to destra and its Advisor at a price of $0.06 per ordinary AEM share;
DES will subscribe $500,000 cash for 8,333,333 shares in AEM issued at a price of $0.06 per ordinary AEM share;
AEM will grant destra 4,166,666 options in AEM with an exercise price of $0.06, and
4,166,667 options in AEM with an exercise price of $0.15, expiring 18 months subsequent to those respective options being granted; and
AEM and DES will together seek out an Appropriate Business acquisition and DES will underwrite $1,000,000 of the acquisition’s consideration at no less than $0.10 per share.
The Digital Media Assets being acquired by AEM are MP3.com.au, Music Point, destra Mobile, destra Music and Ghameleon.
MP3.com.au: No. 1 independent music website in Australia. This is the largest independent digital music website in Australia, with over 17,000 independent artists generating over 1 million downloads and streams per month.
destraMusic.com: No.1 digital distribution network in Australia. This division is involved in the provision of platforms to organisations such as Leading Edge and Harvey Norman, enabling the provision of song tracks for online download. Other destra Music customers include Strathfield, Triple J, ABC Shops, JB Hi Fi, and Click’n Go! Music. Destra Music partners include EMI, SonyBMG, Warner Music Australia, Festival Mushroom Records and many independent record labels. The online music market is expected to grow to $52m by 2009.
Destra Mobile: This business is involved in the delivery of digital content such as music, ringtones, logos and wallpaper to mobile devices.
Musicpoint.com.au: No. 1 music digital delivery platform in Australia. A joint venture between destra and RCS, this is a promotional distribution system for record 2 companies delivering new music direct to radio stations. The division controlled over 80% of the promotional music market in Australia as at September 2004. Customers include EMI, Warner Music Australia, Festival Mushroom Records and Universal.
Ghameleon: Destra has taken a strategic equity position in Ghameleon Pty Ltd, a company focused on media optimisation across the wide range of rich media capable mobile phones in the market today. Ghameleon is developing technologies to ensure the optimal consumer experience based on the specific features of the mobile phone. Ghameleon is also the creator of Poppy Chops, a consumer based service that allows people to create their own ringtones with their licensed music collections, opening up opportunities to create a more personalised ringtone from new or old music.
“The acquisition of Destra’s Digital Media Assets by AEM and the strategic alliance between AEM and destra positions both companies to seize on the exponential growth of the digital media market,” Ben Macpherson, CEO of Artist & Entertainment Group, commented today.
Mr. Macpherson noted further that: “This transaction, pursuant to the plans outlined in our prospectus, reflect that the successful establishment of our underlying operations have provided us with the platform to pursue new earnings growth from an increased strategic focus on intellectual property.“ Domenic Carosa, CEO of destra Corporation Limited, noted that “destra’s enthusiasm for the opportunity presented by Digital Media has found its natural home within the operations of AEM and we are excited by the development of a strategic alliance with AEM.“
Mr Carosa also noted that “In addition to partnering to develop destra’s digital media assets collectively with the talent management and entertainment businesses of AEM, destra anticipates that its investment of $500,000 cash in the venture will produce solid returns to destra’s shareholders.” “This moment in time is the determinative period in the marketplace where the leader of digital media in Australia will emerge. I have every confidence that this transaction establishes the basis to ensure that AEM, in alliance with destra, will be that leader,” said Mr Carosa.
DES will become a substantial shareholder in AEM After the acquisition of the destra Digital Media Assets and destra’s investment in AEM, destra and its Adviser will hold 50.00% of the issued capital in AEM.
Synergies
The acquisition of destra’s digital media assets by AEM is expected to deliver several immediate revenue synergies which AEM expects will lead to incremental earnings upon integration of the businesses.
- Fable • Promotion of Fable artists on Musicpoint (promotes music directly to radio stations). • Sale of Fable content via destramusic.com partners which include JB HiFi, Harvey Norman, Chaos Music and many others. • Creation and sale of Fable mobile content which includes walls papers, ring tones, ring back tones and many others. - MP3.com.au • Promotion of Arthaus artist services to MP3.com.au’s 17,000 artists such as professional band shots for press kits. • Acquisition of publishing rights for MP3.com.au artists to the Fable label. 3 - Destra Mobile & Ghameleon • Crystallisation of further Intellectual Property from the significant AEM models and celebrity database. • Creation and marketing wallpapers, screen savers and ring tones from AEM managed talent for sale via MP3.com.au, destramusic.com partners and other sites on the internet.
Conditions Precedent:
Completion of the abovementioned acquisitions and other elements of the agreement are conditional upon:
(a) AEM shareholder approval; (b) a satisfactory report of an independent expert; (c) any necessary regulatory or governmental approval; (d) execution of the Strategic Alliance Agreement with DES; (e) execution of the Underwriting Agreement with DES; and (f) securing terms for acquisition of an Appropriate Business.
It is expected that AEM will seek approval for the proposed acquisitions from its shareholders at its Annual General Meeting in the last week of November.
Notices of this meeting, the report of the independent expert and further information relating to the proposed acquisitions will be issued in due course.
Board additions Carl Olsen (destra Chairman) and Domenic Carosa (destra CEO) will join the Board of AEM. Mr Olsen has extensive general management and operational experience, gained within successful consumer entertainment and retail corporations in North America, Europe and Asia Pacific. He was previously a Director of Strathfield Group Limited and the UK-based HMV Group, the world's third largest music retailer, and established its Australian operations. He is currently Managing Director of Retail Horizons (Asia-Pacific) Pty Ltd and Chairman of Regency Recordings Pty Ltd and director of Urbis Pty Ltd. Mr Olsen has been a non-executive director since 1 May 2000 and was appointed Chairman on 19 October 2002. Domenic Carosa - Masters of Entrepreneurship and Innovation (MEI), Swinburne University Domenic Carosa is CEO and Executive Director of the company he co-founded with his sister in 1993 - destra Corporation (originally known as Sprint), listed on the Australian Stock Exchange Listed (ASX: DES) in 2000. He is a Board member of the IIA (Internet Industry Association) and Chairman of the IIA Digital Music Taskforce which is developing a code-of-conduct for the internet industry. Through organic growth and acquisition, he has built the second largest virtual web hosting company in Australia, OzHosting.com. His other achievements include building Australia’s largest independent digital music website, MP3.com.au and launching Australia’s first legal commercial digital download service, destraMusic which facilitates the online distribution of digital music using DRM (Digital Rights Management) technology. About Artist & Entertainment Group: Artist & Entertainment Group Limited (AEM) provides professional development, and strategic management and representation services to approximately 3,000 elite and emerging Australian artists across the film, television, music and advertising industries. 4 About Destra Corporation Limited: Destra Corporation Limited is a profitable Internet and e-commerce enterprise with a focus on digital media and Internet business solutions. The company has several business divisions including ozHosting.com, Yahoo! Web Hosting (by ozHosting.com), TPP Internet and destra Business. Relevantly, the company’s media assets are comprised of DestraMusic.com, MusicPoint, MP3.com.au and Ghameleon. -ends- For more information, please contact: Artist & Entertainment Group Limited: Mr Ben Macpherson Director / Chief Executive Officer 120B Underwood Street PADDINGTON NSW 2021 Ph: (02) 8356 1300 Email: [email protected] Destra Corporation Limited: Mr Domenic Carosa Director / Chief Executive Officer Building 10, Level 2, 658 Church St RICHMOND VIC 3121 Ph: (03) 8415 9191 or (0411) 19 69 79 Email: [email protected] We request an immediate end to the trading halt at this time.
DES Price at posting:
0.0¢ Sentiment: None Disclosure: Not Held
